NOTICE OF 2012 ANNUAL GENERAL SHAREHOLDER MEETING … · 2012. 3. 26. · Information is as of...

NOTICE OF 2012 ANNUAL GENERAL SHAREHOLDER MEETING AND INFORMATION CIRCULAR

OUR ANNUAL GENERAL SHAREHOLDER MEETING

WILL BE HELD AT 11:00 A.M. (EASTERN TIME) ON WEDNESDAY,

APRIL 25, 2012, AT THE VELMA ROGERS GRAHAM THEATRE,

333 BLOOR STREET EAST, TORONTO, ONTARIO_

A LIVE WEBCAST OF THE MEETING WILL BE AVAILABLE

ON OUR WEBSITE AT ROGERS.COM/INVESTORS

Who We Are

Rogers Communications Inc. is a diversified Canadian communications and media company.We are Canada’s largest provider of wireless voice and data communications services and one ofCanada’s leading providers of cable television, high-speed Internet and telephony services. ThroughRogers Media we are engaged in radio and television broadcasting, televised shopping, sportsentertainment, magazines and trade publications, and digital media. We are publicly traded on theToronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).For further information about the Rogers group of companies, please visit rogers.com/investors

Please Register for Electronic Deliveryof Shareholder Materials

We encourage you to elect to receive future shareholder materials electronically as we careabout the environment and wish to keep unnecessary usage of paper to a minimum. Not only willyou receive shareholder information more quickly than conventional mail, but will also be helpingRogers to reduce its carbon footprint as well as printing and postage costs. This free service issimple, convenient, secure and environmentally friendly.

It’s fast and easy to register for electronic delivery!

Beneficial Shareholders: If you hold your Rogers shares in a brokerage account or with anotherfinancial intermediary such as a bank or trust company, register for electronic delivery atinvestordelivery.com using your personalized Enrolment Number which can be found on the righthand side of the mailing sheet or the Class A Voting Instruction Form that accompanied thisshareholder mailing.

Registered Shareholders: If your Rogers shares are registered directly in your name with ourtransfer agent Computershare, please register for electronic delivery by selecting the “eDeliverySignup“ option at computershare.com/edelivery and using your personalized Holder AccountNumber which can be found on either the separate election form or Class A Form of Proxyincluded with this shareholder mailing.

Letter to Shareholders

Fellow Shareholders,

You are invited to attend the Rogers Communications Inc.’s Annual General Meeting ofShareholders, which will be held at the Velma Rogers Graham Theatre, 333 Bloor Street East,Toronto, Ontario, Canada at 11:00 a.m. (local time) on Wednesday, April 25, 2012. We and ourcolleagues on the Board of Directors and executive team look forward to seeing you as we presentour views on our 2011 achievements and outline our plans for the future. We hope you can join usin person or via the webcast.

Please take the time to read these documents. The Information Circular contains importantinformation about the Annual Meeting of Shareholders and the business to be conducted, voting,the nominated Directors, our corporate governance practices and how we compensate ourexecutive officers and Directors. If you cannot attend the Annual Meeting in person, and are aholder of Class A Voting shares, please use the enclosed proxy or voting instruction form to submityour vote prior to the meeting.

We will provide live coverage of the Annual Meeting via webcast from the Investor Relationssection of our website at rogers.com/investors. A rebroadcast of the meeting webcast will beavailable on that site for several weeks after the meeting is concluded.

Sincerely,

Alan D. Horn, CA Nadir H. Mohamed, FCAChairman of the Board President and Chief Executive Officer

2012 MANAGEMENT INFORMATION C IRCULAR ROGERS COMMUNICATIONS INC. 1

What’s Inside

1. Voting Informationi. Registered Shareholders 4ii. Beneficial Owners 6iii. How Votes are Counted 6iv. Outstanding Shares and Main Shareholders 7v. Restricted Share Disclosure 8

2. Business of the Meetingi. Election of Directors 9ii. Appointment of Auditors 19

3. Executive Compensationi. Report of Compensation Committee 20ii. Compensation Discussion and Analysis 22iii. Performance Graph 36iv. Compensation for Named Executive Officers 38

4. Director Compensation 53

5. Securities Authorized for Issuance Under Equity Compensation Plans 59

6. Indebtedness of Directors and Executive Officers 60

7. Corporate Governancei. Statement of Corporate Governance Practices 61ii. Board Committees 69

8. Other Information 73

9. Appendixi. Board of Directors Mandate 74

2 ROGERS COMMUNICATIONS INC. 2012 MANAGEMENT INFORMATION C IRCULAR

Notice of Annual General Meeting of Shareholders

You are invited to the Rogers Communications Inc. Annual General Meeting of Shareholders

WhenWednesday, April 25, 2012, 11:00 a.m. (local time in Toronto)

WhereVelma Rogers Graham Theatre, 333 Bloor Street East, Toronto, Ontario, Canada

WebcastA live webcast of the meeting will be available at rogers.com/investors

Business of the Annual General Meeting of Shareholders:

1. receiving the consolidated financial statements for the year ended December 31, 2011including the external auditors’ report;

2. electing 18 directors;

3. appointing the external auditors; and

4. consider any other business which may properly come before the meeting.

You have the right to vote

You are entitled to notice of and to attend and vote at the meeting if you were a registeredholder of Class A Voting Shares at the close of business in Toronto, Ontario, Canada on March 15,2012 (subject to the voting restrictions described in the Information Circular attached).

If you were a registered holder of Class B Non-Voting Shares at that time, you are entitled tonotice of and to attend the meeting, but not to vote at the meeting.

Admission to the meeting

Shareholders wishing to attend the meeting will be required to produce a proxy, meetingnotice or otherwise provide proof of share ownership to gain admission.

On peut obtenir le texte français de cette circulaire d’information en communiquant avecMr. Bruce Mann, au siège social de la Compagnie situé au 333 Bloor Street East, Toronto, OntarioM4W 1G9, ou en téléphonant au 416.935.3522. Le texte français sera disponible à l’assemblée.

By order of the Board of Directors,

David P. MillerSecretary

Toronto, Ontario, CanadaMarch 16, 2012


INFORMATION CIRCULAR

Information is as of March 16, 2012 unless otherwise stated.

The management of Rogers Communications Inc. is soliciting the proxy of holders ofClass A Voting Shares for use at the annual general meeting of shareholders to be heldon April 25, 2012 (the meeting). We will pay the cost of proxy solicitation. The solicitation will bemainly by mail. However, we may solicit proxies by telephone, in writing or in person by ourdirectors, officers or designated agents, at nominal cost. We, us, our/ours, RCI and theCorporation refers to Rogers Communications Inc. and you and yours refers to a shareholder ofRogers Communications Inc.

Voting Information

REGISTERED SHAREHOLDERS

You are a registered shareholder if your shares are registered directly in your own name in therecords of registered shareholders maintained for the Corporation by our Transfer Agent andRegistrar.

Who Can Vote?

If you were a registered holder of Class A Voting Shares (the Class A Shares) at the close ofbusiness in Toronto, Ontario, Canada on March 15, 2012 (the record date) you will be entitled toattend and vote those Class A Shares at the meeting or any adjournments or postponements of themeeting. If you were a registered holder of Class B Non-Voting Shares (the Class B Shares) on therecord date you will be entitled to attend the meeting or any adjournments or postponements ofthe meeting but will not be entitled to vote on any business. Voting is subject to certain restrictionsdescribed below. Shareholders wishing to attend the meeting will be required to produce a proxy,notice of meeting or otherwise provide proof of share ownership to gain admission.

Voting By Proxy

If you are entitled to vote Class A Shares in person, you may appoint someone else to attendthe meeting and cast your votes (a proxyholder).

Appointing a Proxyholder

If it is not convenient for you to attend the meeting, you may vote on the matters to beconsidered at the meeting in one of two ways:

• You may authorize the management representatives named on the enclosed proxy cardto vote your Class A Shares. If you choose this option, there are four ways you can giveyour voting instructions:

— Mail. Complete the enclosed proxy card by indicating how you want your sharesvoted. Sign, date and return the proxy card in the envelope provided. The address forreceiving proxies is Secretary of the Corporation c/o Computershare Investor ServicesInc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, Canada.


— Telephone. (Canada and the United States only). Call the toll free number on theenclosed proxy card using a touchtone telephone and follow the voice instructions.Please have your Control Number, Holder Account Number and Access Numberready to give your voting instructions on the telephone. These numbers are locatedon the front of the enclosed proxy card. If your proxy card does not contain aControl Number, Holder Account Number and Access Number, you will not be ableto vote by telephone.

— Internet. Follow the instructions on the enclosed proxy card in order to give yourvoting instructions through the Internet. Please have your proxy card with you whenyou are ready to proceed, as it contains the information you will need to give yourvoting instructions through the Internet.

— Fax. Complete the enclosed proxy card by indicating how you want your sharesvoted. Sign and date the proxy card. Fax the completed proxy card to Computershareat 416.263.9524 or toll free in Canada and the United States only at 866.249.7775.

or

• You may appoint another person to attend the meeting on your behalf and vote yourClass A Shares. If you choose this option, you can appoint your proxyholder by mail, faxor through the Internet. If you mail or fax the proxy card, you must print that person’sname in the blank space provided on the back of the enclosed proxy card and you mayindicate how you want your shares voted. Sign, date and return the proxy card in theenvelope provided or fax the proxy card as described above. You may also appoint asecond person to be your alternate proxyholder. Neither your proxyholder nor alternateproxyholder need be a shareholder. The person you appoint must attend the meeting andvote on your behalf in order for your votes to be counted. Proxyholders should registerwith representatives of Computershare when they arrive at the meeting.

Please remember that your proxy or voting instructions must be received by no later than4:30 p.m. (local time in Vancouver) (7:30 p.m. local time in Toronto) on April 23, 2012.

Your Voting Choices

You may instruct the proxyholder how you want to vote by marking the appropriate box orboxes on the proxy card. The proxyholder must vote (or withhold from voting) your Class A Sharesas you instruct, on any vote on a poll, and, if you specify a choice with respect to any matter to beacted upon, your Class A Shares will be voted accordingly. If you do not mark a box, yourproxyholder may decide how to vote your Class A Shares.

If the management representatives named in the proxy card are your proxyholders,they will vote your Class A Shares as follows, unless you have marked the boxes withdifferent choices:

— FOR the election as directors of the proposed nominees shown in thisInformation Circular

— FOR the appointment of KPMG LLP as auditors

— FOR management’s proposals generally

Amendments or New Business

On any amendments or variations proposed or any new business properly before the meeting,your proxyholder can decide how to vote your Class A Shares. Management is not aware of anyamendments, variations or other business.


Changing Your Mind

You may revoke your proxy card by:

• delivering a completed and signed proxy card with a later date to either our registeredoffice at 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada or tothe place identified above under Appointing a Proxyholder by 4:30 p.m. (local time inVancouver) (7:30 p.m. local time in Toronto) on April 23, 2012 or to the chairman orscrutineer at the meeting before any vote (for which the proxy is to be used) is taken;

• delivering a written revocation to either our registered office at 2900-550 Burrard Street,Vancouver, British Columbia V6C 0A3, Canada or to the place identified above underAppointing a Proxyholder by 4:30 p.m. (local time in Vancouver) (7:30 p.m. local time inToronto) on April 23, 2012 or to the chairman or scrutineer at the meeting before anyvote (for which the proxy is to be used) is taken;

• attending the meeting in person and participating in a vote; or

• any other way the law allows.

BENEFICIAL OWNERS (NON-REGISTERED HOLDERS)

Only registered holders of Class A Shares or their proxyholders may vote at the meeting. Inmany cases, the Class A Shares are registered in the name of your representative, such as a broker,bank, trust company or trustee, rather than in your name.

How Does a Non-Registered Holder of Class A Shares Give Voting Instructions?

Your representative may have sent to you the meeting materials including a voting instructionform or a blank proxy card signed by the representative. You may provide your voting instructionsby filling in the appropriate boxes. Please follow your representative’s instructions for signing andreturning the applicable materials. Sometimes you may be allowed to give your instructions byInternet or telephone.

How Does a Non-Registered Holder of Class A Shares Vote in Person at the Meeting?

You can request your representative to appoint you as its proxyholder. Insert your own nameas proxyholder on the voting instruction form or proxy card you received from your representativeand then follow your representative’s instructions.

Changing Your Mind as Non-Registered Holder

As a non-registered shareholder of Class A Shares, you may change your voting instructions ordecide to vote in person by giving written notice to your representative. However, yourrepresentative may not be able to act unless it receives written notice from you in time (7 days ormore before the meeting).

HOW VOTES ARE COUNTED

Class A Shares

Each Class A Share is entitled to 50 votes on a poll.

Restrictions on the Transfer, Voting, Ownership and Issue of Shares

We have ownership interests in several Canadian entities licenced or authorized to operateunder applicable communications laws (the Laws) including the:

• Broadcasting Act (Canada);


• Telecommunications Act (Canada); and

• Radiocommunication Act (Canada).

The Laws have foreign ownership limits (the Limits) for various classes of licensed orauthorized entities. You can obtain a copy of the Limits from our Secretary.

The Laws also impose a number of restrictions on changes in effective control of licencees orauthorized entities, and the transfer of licences held by them. Our Articles therefore imposerestrictions on the issue and transfer of our shares and the exercise of voting rights to ensure thatwe and any Canadian corporation in which we have any interest are:

• qualified to hold or obtain any cable television, broadcasting or telecommunicationslicence or authorized to operate a similar entity under the Laws; and

• not in breach of the Laws or any licences issued to us or to any of our Canadiansubsidiaries, associates or affiliates under the Laws.

If our board of directors (the Board) considers that our or our subsidiaries’ ability to hold andobtain licences, or to remain in compliance with the Laws, may be in jeopardy, the Board mayinvoke the restrictions in our Articles on transfer, voting and issue of our shares.

OUTSTANDING SHARES AND MAIN SHAREHOLDERS

On March 16, 2012, 112,462,014 Class A Shares were outstanding. Voting control of theCorporation is held by the Rogers Control Trust. The information below regarding the RogersControl Trust and the estate arrangements of the late Ted Rogers has been provided to RCI byrepresentatives of the estate.

Prior to his death in December 2008, Ted Rogers controlled RCI through his ownership ofvoting shares of a private holding company. Under his estate arrangements, the voting shares ofthat company, and consequently voting control of RCI and its subsidiaries, passed to the RogersControl Trust, a trust of which the trust company subsidiary of a Canadian chartered bank istrustee (the Trustee) and members of the family of the late Ted Rogers are beneficiaries. As ofMarch 16, 2012, the Rogers Control Trust and private Rogers family holding companies controlledby the Rogers Control Trust together owned 102,232,198 Class A Shares, representingapproximately 90.90% of the outstanding Class A Shares, and 39,603,700 Class B Shares,representing approximately 9.60% of the outstanding Class B Shares.

The Rogers Control Trust holds voting control of the Rogers group of companies for thebenefit of successive generations of the family of the late Ted Rogers. The equity of the privateRogers family holding companies is owned by members of the Rogers family and trusts for theirbenefit.

The governance structure of the Rogers Control Trust comprises the Control Trust Chair, theControl Trust Vice-Chair, the Trustee, and a committee of advisors appointed in accordance withthe estate arrangements from among members of the Rogers family, individual trustees of a trustfor the benefit of Rogers family members, and other individuals (the Advisory Committee).

The Control Trust Chair acts in effect as chief executive of the Rogers Control Trust and hasresponsibility under the estate arrangements as representative of the controlling shareholder toprovide overall leadership to RCI on long-term strategy and direction. The Control Trust Chair’sduties also include liaising with Rogers family members and the voting of proxies in respect of theClass A Shares held by the private Rogers family holding companies. The Control Trust Chair hasthe duty to vote the proxies on the election of directors of RCI and to approve, disapprove orotherwise use reasonable efforts to influence other matters affecting RCI, in each case in his or herdiscretion subject to the obligations imposed on the Control Trust Chair under the estatearrangements and the authority of the Advisory Committee as described in more detail below. The


Control Trust Vice-Chair assists the Control Trust Chair in the performance of his or her duties.Both the Control Trust Chair and the Control Trust Vice-Chair are accountable to the AdvisoryCommittee. Currently, Edward S. Rogers is the Control Trust Chair and Melinda M. Rogers is theControl Trust Vice-Chair.

The Control Trust Chair is obligated to vote the proxies in respect of the Class A Shares heldby the private Rogers family holding companies so as to elect as directors of RCI those individualsserving from time to time as Control Trust Chair, Control Trust Vice-Chair, individual trustees of atrust for the benefit of Rogers family members, and the chief executive officer of the private Rogersfamily holding companies. (A substantial majority of those individuals are currently serving asdirectors of RCI.) The Control Trust Chair is also obligated to use reasonable efforts to procure theappointment of the Control Trust Chair and the Control Trust Vice-Chair to the Finance andNominating Committees of the RCI board (with the Control Trust Chair appointed as chair of thesecommittees). In addition, the estate arrangements provide that the Control Trust Chair should be asenior officer of RCI, such as the chairman or deputy chairman of the board of directors of RCI, or amember of senior management of RCI.

The Advisory Committee is responsible for the appointment and removal of the Control TrustChair and the Control Trust Vice-Chair (with preference being given to members of the Rogersfamily in accordance with the order of priority set out in the estate arrangements), the approval onbehalf of the Rogers Control Trust of certain significant transactions affecting RCI, including anytransaction that would result in a change of control of RCI or any of its material subsidiaries or thesale by any of them of all or substantially all of its assets or the acquisition by any of them ofsignificant assets, and the imposition of conditions, if any, on the voting of proxies by the ControlTrust Chair. Decisions of the Advisory Committee generally require approval by two-thirds of itsmembers as well as the concurrence of the Trustee. The current members of the AdvisoryCommittee are: Loretta A. Rogers, Lisa A. Rogers, Edward S. Rogers, Melinda M. Rogers, Martha L.Rogers, David A. Robinson and Ann T. Graham (Rogers family members); Alan D. Horn, Thomas I.Hull and John H. Tory (trustees of a trust for the benefit of Rogers family members); and Philip B.Lind and Peter C. Godsoe.

The Trustee is responsible for the administration of the Rogers Control Trust. Its responsibilitiesinclude appointing individuals as Control Trust Chair, Control Trust Vice-Chair and AdvisoryCommittee members in accordance with the estate arrangements, executing proxies in favour ofthe Control Trust Chair, imposing conditions on the voting of proxies as directed by the AdvisoryCommittee, and preparing reports for the Advisory Committee on the stewardship of the ControlTrust Chair and the performance of the Rogers group of companies.

The Rogers Control Trust satisfies the Limits that apply to RCI and its regulated subsidiaries.

RESTRICTED SHARE DISCLOSURE

Holders of Class B Shares are entitled to receive notice of and to attend meetings ofour shareholders, but, except as required by law or as stipulated by stock exchanges, arenot entitled to vote at such meetings. If an offer is made to purchase outstanding Class AShares, there is no requirement under applicable law or the Corporation’s constatingdocuments that an offer be made for the outstanding Class B Shares and there is no otherprotection available to holders of Class B Shares under the Corporation’s constatingdocuments. If an offer is made to purchase both Class A Shares and Class B Shares, theoffer for the Class A Shares may be made on different terms than the offer to the holdersof Class B Shares.

Further information as to our capital structure is contained in the consolidated financialstatements for the year ended December 31, 2011, Note 21.


Business of the Meeting

ELECTION OF DIRECTORS

In accordance with our Articles, the Board has set at 18 the number of directors to be electedat the meeting. All of the current directors retire at the annual general meeting but are eligible forre-election. Ronald D. Besse and Colin D. Watson will not be seeking re-election.

The Proposed Nominees

The management representatives named in the enclosed proxy card intend (subject to contraryinstructions) to vote for the election of the 18 proposed nominees named below. Each directorelected will serve until the next annual general meeting, subject to possible earlier termination.

Charles William David BirchallAge: 69Toronto, Ontario CanadaDirector Since: 2005(7 years)Independent

Mr. Birchall serves as Vice Chairman of Barrick Gold Corporation and Chairman of Barrick InternationalBanking Corporation, a subsidiary of Barrick Gold Corporation. Mr. Birchall served as Vice Chairman ofTrizecHahn Corporation from 1996 to 2001. Mr. Birchall is a Fellow of The Institute of CharteredAccountants in England and Wales.

Board/CommitteeMembership

Attendance Public Board Memberships(Exchange:Symbol)

Board 8 of 8 100% Barrick Gold CorporationAudit 4 of 4 100% (TSX/NYSE:ABX)Finance 5 of 5 100%Nominating 3 of 3 100%

Combined Total 20 of 20 100%

Skills and Experience: mining, finance, accounting, senior executive(1), director(4)

Equity Ownership:

Year Class AShares

Class BShares

DSUs Equityat Risk(2)

MinimumShareholdingRequirements(multipleof annualretainer)(3)

MeetsRequirements

Equity at Riskas Multiple of2011 CashRetainer

2011 Nil 40,000 24,095 $2,169,621 4.0 Yes 54.2

2012 Nil 40,000 29,748 $2,662,536 6.0 Yes 41.0

Change Nil Nil 5,653 $492,915 Nil


Stephen Aaron BurchAge: 62Owings Mills, Maryland,United StatesDirector Since: 2010(2 years)Independent

Mr. Burch is the Chairman of the Board of the University of Maryland Medical Systems, and has morethan 30 years experience in the communications industry. From 2006 to 2007, he was the President andChief Executive Officer of Virgin Media (formerly NTL, Inc.) in the United Kingdom. From 1987 to 2005,Mr. Burch served in various capacities at Comcast Cable Communications, most recently as President ofthe Atlantic Division. Mr. Burch serves on various public service boards and educational institutions. Hehas a JD from Gonzaga University.



Board 8 of 8 100% NilAudit 4 of 4 100%


Skills and Experience: communications, senior executive(1), director(4), public sector(7)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 Nil Nil 2,054 $69,631 4.0 Yes(10) 1.7

2012 Nil Nil 4,522 $171,609 6.0 Yes(10) 2.6


John Henry ClappisonAge: 65Toronto, Ontario CanadaDirector Since: 2006(6 years)Independent

Mr. Clappison is a Corporate Director. Mr. Clappison was associated with PricewaterhouseCoopers from1968 until his retirement in 2005. From 1990 to 2005, Mr. Clappison was the Greater Toronto AreaManaging Partner of PricewaterhouseCoopers. Mr. Clappison is a Chartered Accountant and a Fellow ofthe Institute of Chartered Accountants of Ontario.



Board 7 of 8 88% SunLife Financial Inc.Audit 3 of 4 75% (TSX/NYSE/Other:SLF)Pension 3 of 3 100% Cameco Corporation

(TSX/NYSE:CCO)Inmet Mining Corporation(TSX:IMN)


Skills and Experience: accounting, finance, senior executive(1), director(4)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 Nil 1,000 14,313 $519,031 4.0 Yes 13.0

2012 Nil 1,000 17,259 $693,319 6.0 Yes 10.7



Peter CowperthwaiteGodsoe, O.C., O. Ont.Age: 73Toronto, Ontario CanadaDirector Since: 2003(9 years)Independent

Mr. Godsoe is a Corporate Director and has served as Lead Director of the Corporation sinceMarch 2006. Mr. Godsoe is a member of the Advisory Committee of the Rogers Control Trust.(6) Prior toDecember 2003, Mr. Godsoe was the Chairman and Chief Executive Officer of the Bank of Nova Scotia,a financial services company. Mr. Godsoe holds a B.Sc. (Mathematics and Physics) from the University ofToronto and an M.B.A. from the Harvard Business School. He is a Chartered Accountant and a Fellow ofthe Institute of Chartered Accountants of Ontario.



Board 7 of 8 88% Ingersoll-Rand Company LimitedFinance 5 of 5 100% (NYSE:IR)Compensation 5 of 6 83% Onex CorporationCorporate Governance 2 of 2 100% (TSX:OCX)Nominating 3 of 3 100%


Skills and Experience: banking, finance, accounting, senior executive(1), director(4)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 Nil 28,400 45,533 $2,504,057 4.0 Yes 31.3

2012 Nil 28,400 54,684 $3,164,113 6.0 Yes 30.1


Alan Douglas Horn(5)

Age: 60Toronto, Ontario CanadaDirector Since: 2006(6 years)Non-Independent

Mr. Horn has served as Chairman of the Board of the Corporation and President and Chief ExecutiveOfficer of Rogers Telecommunications Limited and certain private companies which control theCorporation since March 2006. Mr. Horn was Vice President, Finance and Chief Financial Officer of theCorporation from September 1996 to March 2006 and he served as President and Chief OperatingOfficer of Rogers Telecommunications Limited from 1990 to 1996. Mr. Horn was Acting President andChief Executive Officer of the Corporation from October 2008 to March 2009. Mr. Horn is a member ofthe Advisory Committee of the Rogers Control Trust.(6) Mr. Horn is a Chartered Accountant. Mr. Hornreceived a B.Sc. with First Class Honours in Mathematics from the University of Aberdeen, Scotland.



BoardPension Committee

8 of 83 of 3

100%100%

Fairfax Financial HoldingsLimited

Finance Committee 5 of 5 100% (TSX:FFH)CCL Industries Inc.(TSX:CCL)


Skills and Experience: telecommunications, finance, accounting, senior executive(1), director(4)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 46,600 1,000,000 21,703 $36,178,810 4.0 Yes 144.7

2012 46,600 1,304,255 26,664 $52,826,513 6.0 Yes 211.3

Change Nil 304,255 4,961 $16,647,703 Nil


Thomas Ian HullAge: 79Toronto, Ontario CanadaDirector Since: 1979(33 years)Independent

Mr. Hull is Chairman and Chief Executive Officer of The Hull Group of Companies, an insurancebrokerage firm. Mr. Hull is a member of the Advisory Committee of the Rogers Control Trust.(6) Mr. Hullis a graduate of Upper Canada College and the Insurance Co. of North America College of Insuranceand Risk Management. Mr. Hull is a life member of the Canadian Association of Insurance and FinancialAdvisors and past president of the Life Underwriters’ Association of Toronto.



Board 8 of 8 100% NilFinance 5 of 5 100%Compensation 6 of 6 100%Corporate Governance 2 of 2 100%


Skills and Experience: insurance, senior executive(1)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 445,900 3,100 68,102 $17,944,197 4.0 Yes 448.6

2012 408,400 3,100 73,144 $18,752,840 6.0 Yes 288.5

Change -37,500 Nil 5,042 $808,643 Nil

Philip Bridgman Lind, C.M.Age: 68Toronto, Ontario CanadaDirector Since: 1979(33 years)Non-Independent

Mr. Lind serves as Vice-Chairman of the Corporation and is a member of the Advisory Committee of theRogers Control Trust.(6) Mr. Lind joined the Corporation in 1969 as Programming Chief and has servedas Secretary of the Board and Senior Vice President, Programming and Planning. Mr. Lind is also adirector of the Council for Business and the Arts and the Art Gallery of Ontario. Mr. Lind is a formermember of the Board of the National Cable Television Association in the U.S. and is a former Chairmanof the Canadian Cable Television Association. He is also Chairman of the Board of the CCPTA (Channel17, WNED) and a director of the Atlantic Salmon Federation, Vancouver Art Gallery Board and TheUS Cable Center, Denver. Mr. Lind holds a B.A. (Political Science and Sociology), University of BritishColumbia and a M.A. (Political Science), University of Rochester. In 2002, he received a Doctor of Laws,honoris causa, from the University of British Columbia. In 2002, Mr. Lind was appointed to the Orderof Canada.



Board 8 of 8 100% Brookfield Asset ManagementInc.(TSX/NYSE:BAM)


Skills and Experience: cable, broadcasting, senior executive(1), director(4)

Equity Ownership: Mr. Lind is subject to share ownership guidelines in his capacity as an employee of the Corporation – See “SeniorExecutive Incentive and Ownership Program – (c) Share Ownership Guidelines” below

Year Class AShares

Class BShares



MeetsRequirements


2011 380,520 926 44,860 n/a n/a n/a n/a

2012 380,520 926 48,319 n/a n/a n/a n/a

Change Nil Nil 3,459 n/a n/a n/a n/a


John A. MacDonaldAge: 57Toronto, Ontario CanadaDirector Since: NewIndependent

Mr. MacDonald is an experienced senior executive who has worked at some of Canada’s largesttechnology organizations. Mr. MacDonald was President, Enterprise Division of MTS Allstream when heretired in December of 2008. In November 2002, Mr. MacDonald joined AT&T Canada as President andChief Operating Officer. The company was re-branded Allstream in 2003 and was subsequently acquiredby MTS the following year. Previously Mr. MacDonald served as President and Chief Executive Officer ofLeitch Technology Corp. Prior to that, he was with Bell Canada from 1994 to 1999, serving first asExecutive Vice President, Business Development and Chief Technology Officer before becomingPresident and COO in 1998. Mr. MacDonald began his career in 1977 at NBTel, the major supplier oftelecommunications services in New Brunswick, rising to the post of President and Chief ExecutiveOfficer in 1994. Mr. MacDonald currently is a director of two privately held companies. Mr. MacDonaldwas previously a director of Rogers Cable. Mr. MacDonald holds a B.Sc. in electrical engineering fromDalhousie University and a B.A., Engineering from the Technical University of Nova Scotia.



Board n/a n/a Nil

Skills and Experience: telecommunications, senior executive(1), director(4)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2012 Nil Nil Nil Nil 6.0 n/a n/a

Isabelle MarcouxAge: 42Montreal, Quebec CanadaDirector Since: 2008(4 years)Independent

Ms. Marcoux serves as Transcontinental Inc.’s Chair, and was previously Vice Chair, from 2007, and VicePresident, Corporate Development, from 2004. Between 1997 and 2004, Ms. Marcoux held thepositions of Director, Mergers and Acquisitions, Legal Counsel and Assistant Secretary atTranscontinental Inc. Prior to joining Transcontinental Inc., Ms. Marcoux was a lawyer at McCarthyTétrault LLP. Ms. Marcoux is a member of the Board of George Weston Limited, Power Corporation ofCanada, the Montreal Museum of Fine Arts and the Board of Trade of Metropolitan Montreal.Ms. Marcoux holds a B.A., Economics and Political Sciences and a B.A., Civil Law, both from McGillUniversity.



Board 8 of 8 100% Transcontinental Inc.Corporate Governance 2 of 2 100% (TSX: TCL)Compensation 6 of 6 100% George Weston Limited

(TSX:WN)Power Corporation of Canada(TSX:POW)


Skills and Experience: law, publishing, senior executive(1), director(4)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 Nil Nil 8,755 $296,795 4.0 Yes 7.4

2012 Nil Nil 12,579 $477,373 6.0 Yes 7.3



Nadir MohamedAge: 55Toronto, Ontario CanadaDirector Since: 2005(7 years)Non-Independent

Mr. Mohamed serves as President and Chief Executive Officer of the Corporation. Mr. Mohamedpreviously served as President and Chief Operating Officer, Communications Group of the Corporation.Mr. Mohamed joined the Corporation in August 2000 as President and Chief Operating Officer ofRogers Wireless Inc. and served as President and Chief Executive Officer of Rogers Wireless Inc. from July2001 to May 2005. Mr. Mohamed is also a board member of TD Bank Financial Group and RyersonUniversity’s Board of Governors. Mr. Mohamed holds an undergraduate degree from the University ofBritish Columbia. Mr. Mohamed is a Chartered Accountant and a Fellow of the Institute of CharteredAccountants of British Columbia.



Board 8 of 8 100% The Toronto-Dominion Bank(TSX:TD)



Equity Ownership: Mr. Mohamed is subject to share ownership guidelines in his capacity as an employee of the Corporation – See “SeniorExecutive Incentive and Ownership Program – (c) Share Ownership Guidelines” below

Year Class AShares

Class BShares



MeetsRequirements


2011 Nil 42,567 Nil n/a n/a n/a n/a

2012 Nil 45,135 Nil n/a n/a n/a n/a

Change Nil 2,568 Nil n/a n/a n/a n/a

The Honourable DavidRobert Peterson, P.C., Q.C.Age: 68Toronto, Ontario CanadaDirector Since: 1991(21 years)Independent

Mr. Peterson is Senior Partner and Chairman of the law firm Cassels Brock & Blackwell LLP. Mr. Petersonis Chancellor of The University of Toronto and also a director of St. Michael’s Hospital. Mr. Petersonholds a B.A. and LL.B., University of Toronto, was called to the Bar of Ontario in 1969, appointedQueen’s Counsel in 1980, and summoned by Her Majesty to the Privy Council in 1992.



Board 8 of 8 100% Industrielle Alliance InsurancePension 3 of 3 100% and Financial Services Inc.

(TSX:IAG)Shoppers Drug Mart Corporation(TSX:SC)Franco-Nevada Corporation(TSX:FNV)VersaPay Corporation(TSX Venture:VPY)MBAC Fertilizer Corp.(TSX:MBC)SouthEast Group Ltd.(HKSE: 0726)


Skills and Experience: law, senior executive(1), director(4), public sector(7)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 Nil 76,900 57,988 $4,566,551 4.0 Yes 114.2

2012 Nil 76,900 64,645 $5,401,623 6.0 Yes 83.1



Edward S. Rogers(8)


Mr. Rogers serves as Deputy Chairman and Executive Vice-President of the Emerging Business andCorporate Development of the Corporation. He is the Control Trust Chair and a member of the AdvisoryCommittee of the Rogers Control Trust.(6) Mr. Rogers previously served as President and Chief ExecutiveOfficer of Rogers Cable Communications Inc. from 2003 to 2009. Mr. Rogers worked for ComcastCorporation, Philadelphia from 1993 to 1996. He served as Vice President and General Manager,Paging, Data and Emerging Technologies of Rogers Wireless Inc. from 1996 to 1998; Vice President andGeneral Manager, GTA of Rogers Cable Inc. from 1998 to 2000; and Senior Vice-President, Planningand Strategy of the Corporation from 2000 to 2002. Mr. Rogers serves on the Board of CableLabs. Mr.Rogers is the Honourary Founding Chairperson of the ONEXONE Foundation, is a board member of TheFashion for Passion Foundation and is a board member of the Toronto SickKids Foundation. Mr. Rogersholds a B.A., University of Western Ontario.



Board 8 of 8 100% NilFinance 5 of 5 100%Nominating 3 of 3 100%


Skills and Experience: cable, telecommunications, director(4)

Equity Ownership: Mr. Rogers is subject to share ownership guidelines in his capacity as an employee of the Corporation – See “SeniorExecutive Incentive and Ownership Program – (c) Share Ownership Guidelines” below

Year Class AShares

Class BShares



MeetsRequirements


2011 2,000 402,590 Nil n/a n/a n/a n/a

2012 2,000 1,003,103 Nil n/a n/a n/a n/a

Change Nil 600,513 Nil n/a n/a n/a n/a

Loretta Anne Rogers(8)


Mrs. Rogers serves as a Corporate Director and is a member of the Advisory Committee of the RogersControl Trust.(6) Mrs. Rogers is President of the Canadian Lyford Cay Foundation and a member of theAmerican Lyford Cay Foundation. Mrs. Rogers is also a member of the Toronto General & WesternHospital Foundation. Mrs. Rogers holds a B.A., University of Miami, an honourary Doctorate of Laws,University of Western Ontario, and an honourary Doctor of Laws, Ryerson University.



Board 8 of 8 100% Nil


Skills and Experience: director(4)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 2,000 99,075 48,230 $5,055,374 4.0 Yes 126.4

2012 2,000 91,675 54,366 $5,655,669 6.0 Yes 87.0

Change Nil -7,400 6,136 $600,295 Nil


Martha Loretta Rogers(8)


Ms. Rogers is a member of the Advisory Committee of the Rogers Control Trust.(6) She holds a Doctor ofNaturopathic Medicine degree from the Canadian College of Naturopathic Medicine and a B.A. from theUniversity of Western Ontario. Ms. Rogers serves on several charitable boards including as Chair of TheRogers Foundation, and previously served as a director of Rogers Wireless Communications Inc. andRogers Media Inc. Ms. Rogers is a Director of the Canadian Lyford Cay Foundation, a member of theAdvisory Board of Artists for Peace and Justice and is on the Board of Trustees of The Bishop StrachanSchool (BSS).



Board 7 of 8 88% NilPension 2 of 3 67%


Skills and Experience: director(4)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 200 602,210 7,578 $20,630,602 4.0 Yes 515.8

2012 200 602,210 12,201 $23,559,525 6.0 Yes 362.5

Change Nil Nil 4,623 $2,928,923 Nil

Melinda Mary Rogers(8)


Ms. Rogers has served as Senior Vice-President, Strategy and Development of the Corporation, sinceOctober 2006. Ms. Rogers is the Control Trust Vice-Chair and a member of the Advisory Committee ofthe Rogers Control Trust.(6) Ms. Rogers also serves as Chairman of the Jays Care Foundation and is adirector of The Governing Council of the University of Toronto and iBahn Corporation. Ms. Rogersserved as Vice President, Venture Investments from 2000 to 2004 and Vice President, Strategic Planningand Venture Investments from 2004 to 2006. Prior to joining RCI, Ms. Rogers was a Product Managerfor At Home Corporation, Redwood City, California. Ms. Rogers holds a B.A., University of WesternOntario and an M.B.A., University of Toronto.



Board 8 of 8 100% NilNominating 3 of 3 100%Pension 2 of 3 67%Finance 5 of 5 100%


Skills and Experience: telecommunications, finance, director(4)

Equity Ownership: Ms. Rogers is subject to share ownership guidelines in her capacity as an employee of the Corporation

Year Class AShares

Class BShares



MeetsRequirements


2011 200 603,960 Nil n/a n/a n/a n/a

2012 200 603,960 3,741 n/a n/a n/a n/a

Change Nil Nil 3,741 n/a n/a n/a n/a


William Tate SchleyerAge: 60Rye Beach, New HampshireUnited StatesDirector Since: 1998(14 years)Independent

Mr. Schleyer serves as a Corporate Director. Mr. Schleyer served as President and Chief Executive Officer,AT&T Broadband, a cable television and internet service provider from 2001 to 2003. Prior to that,Mr. Schleyer served as Chairman and Chief Executive Officer of Adelphia Communications Corp., a cabletelevision and Internet access provider, from January 2003 to February 2007. Mr. Schleyer holds a B.A.,Mechanical Engineering, Drexel University and an M.B.A., Harvard Business School.



Board 8 of 8 100% CRA International, Inc.Compensation 5 of 6 85% (NASDAQ:CRAI)


Skills and Experience: cable, telecommunications, senior executive(1), director(4)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 Nil 114,000 46,929 $5,446,373 4.0 Yes 136.2

2012 Nil 118,000 53,317 $6,547,500 6.0 Yes 100.7

Change Nil 4,000 6,388 $1,101,127 Nil

Dr. Charles Sirois(11)

Age: 57Montreal, Quebec CanadaDirector Since: NewIndependent

Mr. Sirois is Chair of the Board of the Canadian Imperial Bank of Commerce and has been a directorsince 1997. Mr. Sirois is also Chairman and Chief Executive Officer of Telesystem Ltd., a private holdingcompany of which he is the founder and principal shareholder, and Chairman of Enablis EntrepreneurialNetwork, a Canadian-based not-for-profit organization whose mission is to drive meaningful economicdevelopment by empowering individual entrepreneurs in the developing world. He is also FoundingPartner of Tandem Expansion Fund, a private investment fund focused on growth capital for highpotential Canadian technology companies. Mr. Sirois has extensive experience in telecommunications,having held senior positions at BCE Mobility and Teleglobe and having founded and held senior positionsat Microcell Telecommunications and Telesystem International Wireless. Mr. Sirois holds a Bachelor’sdegree in Finance from Université de Sherbrooke, a Masters degree in Finance from Université Laval(Québec City), as well as honorary doctorates from Université du Québec à Montréal, University ofOttawa, Concordia University, Laval University and École de technologie supérieure.



Board n/a n/a Canadian Imperial Bank ofCommerce(TSX/NYSE:CM)


Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2012 Nil Nil Nil Nil 6.0 n/a n/a


John H. Tory(9)

Age: 57Toronto, Ontario CanadaDirector Since: 2010(2 years)Independent

Mr. Tory is a Corporate Director, and a member of the Advisory Committee of the Rogers ControlTrust.(6) He served as a Member of Provincial Parliament and Leader of the Official Opposition in Ontario.Previous to that he was President & CEO of Rogers Media Inc. (1995-1999) and Rogers Cable Inc. (1999-2003). He was a managing partner of the law firm Torys LLP before joining Rogers. He is Chair of theGreater Toronto Civic Action Alliance (formerly Toronto City Summit Alliance), a broadcaster and isactive in numerous charitable and community organizations.



Board 8 of 8 100% Metro Inc.Corporate Governance 2 of 2 100% (TSX:MRUA)Nominating 3 of 3 100%


Skills and Experience: communications, senior executive(1), director(4), law, public sector(7)

Equity Ownership:

Year Class AShares

Class BShares



MeetsRequirements


2011 7,812 114,000 2,054 $4,197,203 4.0 Yes 104.9

2012 7,812 114,000 4,522 $4,845,709 6.0 Yes 74.5


Notes:(1) Senior officer or Chair of the Board of a major organization.(2) Equity at Risk is determined by adding the value of Class A Shares, Class B Shares and DSUs beneficially owned. Certain

directors have control or direction over Class B shares which are not reported here as they are not included in thedetermination of Equity at Risk. The value of the Class A Shares and Class B Shares is determined with reference to the closingprice for those shares on the Toronto Stock Exchange on March 5, 2012, which was $38.83 and $38.34, respectively. The valueof DSUs is the fair market value of a DSU on March 5, 2012, calculated based on the weighted average trading price of theClass B Shares on the Toronto Stock Exchange for the five trading days before March 5, 2012 which was $37.95. For 2011,Equity at Risk was calculated using the value of the Class A Shares and Class B Shares determined on March 15, 2011, whichwas $34.83 and $33.82, respectively, and using the fair market value of a DSU calculated based on the weighted averagetrading price of the Class B Shares on the Toronto Stock Exchange for the five trading days before March 15, 2011, which was$33.90.

(3) On April 27, 2011, the minimum shareholding requirements was changed from four times to six times the directors cashretainer of $65,000.

(4) Director of another major public, private or non-profit organization.(5) Mr. Horn was a director of AT&T Canada Inc., as a representative of the Corporation, when it filed for protection from its

creditors in October 2002.(6) Voting control of the Corporation is held by the Rogers Control Trust. See “Outstanding Shares and Main Shareholders”,

above.(7) Including crown corporations and educational institutions.(8) Each of Edward S. Rogers, Loretta A. Rogers, Martha L. Rogers and Melinda M. Rogers, are immediate family members of each

other and members of the family of the late Ted Rogers. For additional information, please see “Outstanding Shares and MainShareholders”, above.

(9) Mr. Tory was a director of Charter Communications Inc. when it filed for protection from its creditors in 2009.(10) Mr. Burch has 5 years to attain the required ownership. For additional information, please see “Share Ownership Guidelines”.(11) Mr. Sirois was Chairman of the Board of Microcell when it elected and was granted protection to restructure its capital under

the CCAA in January 2003. In May 2003 Microcell successfully emerged from the CCAA proceedings and was restructuredpursuant to a plan of reorganization and of compromise and arrangement filed in February 2003, adopted by its affectedcreditors and judicially sanctioned. Mr. Sirois ceased to be a director of Microcell in 2004.

Each of the proposed nominees other than John A. MacDonald and Charles Sirois is now adirector and has been a director since the date indicated above. Information as to sharesbeneficially owned by each proposed nominee or over which each proposed nominee exercisescontrol or direction, directly or indirectly, not being within our knowledge, has been furnished bythe respective proposed nominees individually.


APPOINTMENT OF AUDITORS

Management proposes that KPMG LLP be re-appointed as auditors of the Corporation. Themanagement representatives named in the enclosed proxy card intend (subject to contraryinstructions) to vote for the appointment of KPMG LLP as auditors to act until the next annualgeneral meeting.

The following table presents the amount of fees for professional services rendered by KPMGLLP for the audit of the annual financial statements and fees billed for other services rendered byKPMG LLP.

Auditors’ Fees 2011 2010

Audit Fees(1) $ 6,869,085 $ 7,892,753

Audit-Related Fees(2) 512,731 363,375

Tax Fees(3) 1,197,300 1,410,326

All Other Fees(4) 2,073,755 1,140,305

Total $10,652,871 $10,806,759

Notes:(1) Consist of fees related to statutory audits, related audit work in connection with registration statements and other filings with

various regulatory authorities, quarterly reviews of interim financial statements and accounting consultations related to theaudited financial statements and procedures on adoption of International Financial Reporting Standards (IFRS) in 2010.

(2) Consist mainly of advice relating to compliance with pension plan audits and other specified procedures engagements.(3) Consist of fees for tax consultation and compliance services, including indirect taxes.(4) Consist mainly of fees for operational advisory and risk management services and French translation of certain filings with

regulatory authorities.


Executive Compensation

REPORT OF THE COMPENSATION COMMITTEE

Members in 2011: Ronald D. Besse, Peter C. Godsoe, Thomas I. Hull (Chair), IsabelleMarcoux, William T. Schleyer, John H. Tory (effective December 12, 2011)

The Compensation Committee is responsible for assisting the Board in its oversight of thecompensation, development and succession of the Corporation’s executives (for more informationon the Committee’s mandate, please visit the Corporate Governance section of our website atrogers.com/investors). In 2011 the Compensation Committee was comprised of five independentdirectors: Thomas I. Hull (Chairman), Ronald D. Besse, Peter C. Godsoe, O.C., Isabelle Marcoux andWilliam T. Schleyer. John H. Tory was appointed to the Committee on December 12, 2011 and willserve as an independent member in 2012. The Compensation Committee receives assistance froman independent advisor in order to fulfill its responsibilities.

All committee members have a thorough understanding of policies, principles, andgovernance related to human resources and executive compensation, and the necessary financialacumen to apply to the evaluation of executive compensation programs. They have acquired thisknowledge through experience in prior roles, some of which include former chief executive officerpositions of large publicly traded companies, as well as other directorship roles including most whosit on at least one other Rogers board committee. Mr. Besse also chairs the Audit Committee of theBoard, and Mr. Godsoe and Mr. Hull both sit on the Finance Committee. This ensures a strongoverlap and broader perspective related to the organization’s financial results, risk profile, andcompensation outcomes. For more information on the occupations, skills, experience, andindependence of each Committee member, please refer to the director profiles contained in thisInformation Circular.

Meetings:

The Compensation Committee met six times during 2011 in order to review key itemsaccording to its mandate and annual work plan. The Chair of the Board and members ofmanagement, including the CEO, attended the meetings at the invitation of the Chair of theCompensation Committee as did the Compensation Committee’s independent advisor, HugessenConsulting Inc. (Hugessen). At each meeting there is an in camera session without managementor the independent advisor present, and the Committee also regularly meets alone with theirindependent advisor, without management. Final approval of resolutions is made at the in camerasessions at the end of the meetings.

Highlights:

The following highlights items reviewed and approved by the Committee in 2011, and up tothe date of this Information Circular:

CEO Performance, Priorities,and Compensation

• reviewed and approved the 2011 priorities of the CEO;

• approved the re-design of the CEO’s annual incentiveplan structure effective in 2011, to incorporate anindividual performance multiplier based on an assessmentof the CEO’s performance; and

• reviewed the performance of the CEO and recommendedapproval of his compensation to the Board in respect of2011.


Succession Planning andTalent Management

• reviewed the progress on our executive developmentand succession plans, and talent management plansacross the company; and

• approved the appointment of new talent in threepivotal roles within the organization – a Chief HumanResources Officer, a Chief Information Officer, and aFinance leader who will assume the CFO role followingthe Company’s Annual General Meeting on April 25,2012.

Senior Executive Performanceand Compensation

• discussed the CEO’s annual performance assessmentsand approved compensation submitted by the CEO forother senior executives; and

• reviewed and approved the compensationarrangements proposed by the CEO for new seniorexecutives.

Compensation Plan Design • reviewed the extent to which performance measures for2011 were achieved and approved 2011 funding levelsfor executive and broad-based employee incentive plansbased on this achievement; and

• approved broad-based incentive plan design for 2012,including key metrics, targets, and performance scales.

Compensation and Risk • in 2012, the Committee reviewed a Risk AssessmentReport prepared by a management consultant (TowersWatson) which included a comprehensive review of theCorporation’s compensation programs, riskmanagement process and governance.

Public Disclosure • reviewed and approved this report of the CompensationCommittee, including the Compensation Discussion &Analysis.

The Compensation Committee’s decisions about executive compensation policies andpractices are made within the context of the Corporation’s goals of continuing to be an industryleading, high-performing communications company with a superior performance-driven employeeculture and commitment to customer satisfaction. To this end, the Compensation Committee’smandate is to oversee management in the attraction and retention of talented and highlymotivated people that will excel in a fast-paced and challenging environment.


COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis (the CD&A) describes and explains the Corporation’scompensation philosophy and objectives and the significant elements of compensation of theCorporation’s named executive officers (the NEOs) during the 2011 financial year.

Named Executive Officers

The NEOs for 2011 were:

Name Title

Nadir Mohamed President and Chief Executive Officer (CEO)

William W. Linton Executive Vice President, Finance and Chief Financial Officer (CFO)

Robert W. Bruce President, Communications

Linda Jojo Executive Vice President & Chief Information Officer

Keith Pelley President, Media

Executive Compensation Philosophy and Objectives

The Corporation fosters a “pay for performance” culture by placing strong emphasis onincentive compensation for its executives.

The primary objectives of our executive compensation programs are:

• to attract, motivate and retain talented executives in a competitive environment;

• to reward strong performance over both the short and long term;

• to strengthen the connection between management’s interests and those of shareholdersby aligning performance conditions in incentive plans and ownership expectations withthe Corporation’s objectives and with the enhancement of shareholder value;

• to encourage long-term career commitment to the Corporation, including the retentionof high performing executives; and

• to ensure effective oversight of plans aligned with good governance practices, includingrisk mitigation features to ensure the plans do not incent risk taking behavior beyond theCorporation’s risk tolerance.

Different performance measures are used for the Corporation’s annual and long-termincentive plans in order to balance the objectives that facilitate annual growth and those thatreward the creation of long-term shareholder value. The use of customer satisfaction performancemeasures, in addition to financial measures, to determine awards under the Corporation’s AnnualIncentive Plan reflects the Corporation’s commitment to keeping executives focused on theimportance of creating and maintaining customer loyalty.

Committee’s Independent Compensation Advisor and Other Consultants

The Compensation Committee engaged Hugessen to act as its independent advisor starting inAugust 2006. Hugessen provides no other services to the Corporation. Hugessen is directlyretained and instructed by and reports to the Compensation Committee and all work must bepre-approved by the Committee. The advisor’s role is to provide independent advice, analysis, andexpertise to assist the Committee in evaluating compensation recommendations put forward by


management in order to ensure sound decisions within an effective governance framework.Hugessen provides the following services:

• attend and contribute at meeting(s), as determined by the Chair;

• apprise the Committee of evolving governance trends and best practices;

• review all compensation materials in advance of each meeting in order to provideindependent advice and counsel on meeting content and recommendations;

• present relevant benchmarking analysis to the Committee in order to evaluate the marketpositioning of key executive roles; and

• assist the Chair in preparing performance and compensation recommendations for the CEO.

Management engages Towers Watson from time to time to provide compensation consultingand services in developing recommendations for the Compensation Committee’s review andapproval. Fees paid to consultants for their services in this capacity are listed below:

AdvisorExecutive Compensation-

Related Fees All Other Fees

2010 2011 2010 2011

Hugessen Consulting Inc. $291,572 $341,178 Nil Nil

Towers Watson $108,556 $108,696 Nil Nil

The decisions made by the Compensation Committee are the responsibility of theCompensation Committee and may reflect factors and considerations in addition to theinformation and recommendations from Hugessen and the information from Towers Watson.

Input from Management

The Compensation Committee has engaged in active discussions with, and consideredrecommendations from, the CEO concerning: (i) appropriate base salary levels and internal payequity among executives, (ii) who should participate in the incentive programs and at what levels,(iii) which performance metrics should be used for different operational groups, (iv) thedetermination of performance targets, as well as individual goals and initiatives for the comingyear, where applicable, and (v) whether and to what extent criteria for the previous year have beenachieved. The Compensation Committee has also considered recommendations from the CEO as toappropriate equity grant levels for the NEOs and senior executives. The Corporation’s Senior Vice-President and Chief Human Resources Officer has been involved in the compensation-settingprocess through the preparation of information for the Compensation Committee, which includesthe recommendations of the CEO discussed above in the report of the Compensation Committee.The Compensation Committee also seeks input from Hugessen throughout the process, inreviewing and assessing such recommendations.

2011 Compensation Risk Assessment

During 2011, management engaged Towers Watson to conduct a comprehensive assessmentof the Company’s executive compensation plans to evaluate whether there are any compensation-related risks within the programs which are likely to have a material adverse effect on theorganization. Towers Watson found that Rogers has a responsible and effective approach to riskmanagement and compensation governance, and concluded that our plans are well balanced anddo not encourage excessive risk-taking behavior.


A full report was provided to the Committee in 2012. We have provided a summary ofexisting features of our compensation approach that mitigate compensation risks, below:

• Review of incentive programs – On a periodic basis, management conducts acomplete review of our compensation strategy, including the pay philosophy, programdesign, governance, and market practice in light of our business requirements.

• Regular tracking and reporting of potential compensation payouts – Managementregularly reviews, tracks, and reports to the Compensation Committee on potentialcompensation payouts to effectively monitor performance and manage any inherent risks.

• Fixed versus variable compensation – A significant portion of total directcompensation for the NEOs is delivered through variable compensation. Variablecompensation provides a high pay-for-performance link, while still ensuring a competitive“base” level of compensation through salary.

• Incentive plan payouts capped – The annual incentive plan has a maximum payout of2x target. Performance Share Unit payout factors are also capped, at 1.5x target.

• Minimum threshold performance – Annual incentive payouts are subject to aminimum level of Adjusted Operating Profit performance and the minimum performancelevels must be met on all corporate performance criteria in order for a stretch payout tobe achieved on any single criteria.

• Application of Committee Discretion – The Compensation Committee has thediscretion to increase or decrease the short-term incentive goals and associated awardlevels based on an overall assessment of operating and financial performance at the endof the period. This additional judgment ensures appropriate pay for performance andprovides flexibility to make exceptions where necessary to ensure the appropriateoutcome.

• External independent compensation advisor – On an on-going basis, theCompensation Committee retains an independent advisor to provide an externalperspective of marketplace changes and best practices related to compensation design,governance, and risk management.

• CEO clawback policy – Annual incentive awards paid to the CEO are subject torecoupment if the CEO engages in negligence or misconduct relating to a financialrestatement.

• Share ownership guidelines – Senior executives are required to maintain a definedvalue of ownership to align their interests with the long-term performance of theorganization. In addition, to facilitate ownership, the company requires executives to take100% of annual cash bonus in excess of target in RSUs until guidelines are met.

Based on the comprehensive review of our risk management discipline, governance approach,and plan design, as well as the above ‘risk mitigating’ features, the Committee is confident thatour compensation structure is balanced and well governed, and does not encourage risk takingbehavior which is likely to have a material adverse effect on the Company.

Peer Group(s)

In 2010 the Committee reviewed the peer group(s) used by the Corporation to benchmarkexecutive compensation, and identified a group of large Canadian companies that are comparableto the Corporation in size and scope. The criteria established includes the 15 largest Canadianpublic companies with revenues of less than $25 billion which participate in the third party surveysused by the Corporation. Some companies were also removed from the list to avoid overweightingof the peer group by any particular industry (e.g., financial services). The peer group(s) remain


relevant in 2011 as the group of organizations that we compete with for talent. There are fewdirect competitors in Canada for each of Rogers’ primary businesses. The peer group(s) definedbelow provide a comprehensive basis for comparing compensation against organizations that aresimilar in size and scope, and reflective of our target market for key roles. We will continue toreview the peer group(s) on a regular basis to ensure ongoing alignment with our talent strategyand changes in the competitive landscape.

The following companies represent the primary group of companies (“primary peer group”)that are used by the Corporation to determine compensation for its executives, including the NEOs.

Primary Peer Group

Agrium Husky Energy

Bank of Montreal Imperial Oil

Barrick Gold Research in Motion

BCE Inc. Talisman Energy

Bombardier TELUS Corporation

Canadian Natural Resources Teck Resources

Canadian Tire TransCanada

Enbridge

The Corporation also monitors a select group of North American telecommunication andmedia companies, which are used on an as-needed basis for pay and performance assessmentpurposes, providing relevant comparisons to other industry competitors.

North American Telecommunication and Media Peers

BCE Inc. Dish Network

TELUS Corporation Liberty Global

Quebecor Inc. Qwest Communications

Shaw Communications Telephone & Data Systems

Cablevision System Corp Time Warner

Directv Group

Positioning of Executive Compensation

Prior to 2010, the Compensation Committee did not position executive compensation at aspecific level in relation to the compensation paid by selected peer companies, though to makeinformed decisions the Committee did take into account the executive pay levels and practices ofthese companies.

In 2010, the Compensation Committee adopted a policy of generally positioning target totaldirect compensation of the NEOs around the median of the primary peer group, with the incentiveprograms being designed so that actual total direct compensation levels are in the top quartileamong the peer group when performance is also top quartile.

Business judgment, including consideration of the Corporation’s internal hierarchy, theindividual’s qualifications, experience, performance and contribution, are considered to avoid anentirely “mechanical” process of setting each position’s pay. This approach continues to align withthe Corporation’s pay philosophy and strategy.


Components of Compensation

To ensure a balanced approach to compensation and a focus on both short and long termobjectives, Rogers Named Executive Officers are paid based on a combination of elements asdescribed below:

Compensation Element Purpose Plan Description

Fixed Compensation

Base Salary Attract and RetainExceptional Talent

NEO’s are provided with a pre-determined base salary consistent with theirrole and responsibilities. Salary is a market-competitive, fixed level of annualcompensation, which recognizes each NEO’s contributions to theorganization.

Benefits and Perquisites Attract and RetainExceptional Talent

Competitive benefits and perquisites are provided consistent with othersenior executives in the organization and are provided to attract and retaintop talent. Perquisites are limited and with the exception of the CEO, donot exceed $50,000.

Retirement Arrangements Attract and RetainExceptional Talent

NEO’s are eligible to participate in the Corporation’s Defined Benefit Plan,which provides competitive compensation for executives followingretirement. In addition, certain executives (including the NEOs) are eligibleto participate in a defined benefit supplemental retirement plan thatprovides benefits in excess of those provided in the Rogers Defined BenefitPension Plan. Competitive retirement arrangements ensure that Rogers isable to attract the necessary talent to achieve corporate objectives.

Performance Based/At-RiskCompensation

Annual Incentives

Annual Incentive Plan Motivate and rewardperformance on anannual basis

Senior executives (including the NEOs) participate in the Rogers annualincentive plan, which provides for annual payouts based on performanceagainst key measures of corporate performance. For 2011 these measuresincluded Adjusted Operating Profit, Revenue Growth, and CustomerExperience.

See “Annual Incentives” (below) for details regarding 2011 performancetargets and performance measurement.

Long-Term Incentives

Performance Stock Options Attract and retainexceptional talent

Motivate executives toachieve long-termobjectives

Align executive andShareholder interests

Certain executives (including the NEOs) receive a portion of their long-termincentive award in performance stock options. These awards ensure thatemployees are well-aligned with the long-term interests of the organization.These awards will only vest based on the achievement of pre-determinedperformance criteria and appreciate in value based on increases in the valueof the Corporation’s Common Shares.

A Stock Appreciation Right (SAR) is also granted in tandem with an optionand is cancelled when options are exercised. Conversely, an option iscancelled when a SAR is exercised.

Performance Share Units Attract and retainexceptional talent



The Performance Share Unit Plan was introduced in 2010 to provide acompetitive long-term incentive opportunity to executives (including theNEOs) based on performance over a three year performance period. Awardswill vest based on the achievement of pre-determined annual andcumulative Free Cash Flow performance targets over a three year period.These awards are consistent with Rogers’ pay for performance philosophyand ensure executives’ continued commitment to the achievement of long-term corporate objectives.

Restricted Share Units Attract and retainexceptional talent



Executives as well as certain other senior employees at the Director levelmay receive a portion of their compensation in the form of Restricted ShareUnits as part of the annual award cycle or further to retention or sign-onarrangements. RSU’s are not part of the regular annual grant for NEOs butare sometimes granted in special circumstances (e.g. upon hire or forretention).

RSU’s track the value of Rogers Class B shares and cliff vest three yearsfollowing the grant. These awards are consistent with Rogers’ pay forperformance philosophy and ensure continued alignment to the long-terminterests of the organization and Shareholders.

Reflecting the Corporation’s commitment to connecting pay with performance, variablecompensation (or ‘at risk’ pay) constitutes the majority of NEO compensation, which is stronglyinfluenced by the Corporation’s financial and business results. The 2011 pay mix and proportion ofvariable to fixed compensation is shown in the following graphs.


2011 NEO Pay Mix

Mohamed

Proportion of Variable toFixed Compensation

Linton Bruce Jojo* Pelley$-

$1,000,000

$2,000,000

$3,000,000

$4,000,000

$5,000,000

$6,000,000

$7,000,000

$8,000,000

Fixed Variable

Base Salary Short-Term Incentive Long-Term Incentives

*Note, Ms. Jojo’s compensation mix includes a sign-on LTI award which causes her 2011 pay mix to be more heavily weightedtoward long-term and variable compensation elements.

The table below summarizes the typical pay mix for the CEO, CFO and other NEOs as a group.

Compensation Element CEO(1) CFO(1) Other NEOs(2)

A. Base Salary 15% 30% 34%B. Annual Incentive 18% 38% 31%C. Cash Compensation (A + B) 33% 68% 65%D. Equity Compensation 67% 32% 35%E. % of Pay at Risk (B + D) 85% 70% 66%

Notes:(1) The pay mix for the CEO, CFO and all NEOs other than Ms. Jojo, reflects the actual 2011 pay mix.(2) In order to demonstrate a normalized picture, the compensation mix for ‘Other NEOs’ reflects Ms. Jojo’s compensation at an

annualized rate, excluding special one-time sign-on awards.

In determining the appropriate level (and mix) of pay for its NEOs, the CompensationCommittee considers, among other things, the individual skills, qualifications, ability, retention risk,experience and performance of the particular NEO. The actual compensation mix may change fromyear to year depending on performance under the incentive plans discussed below under “AnnualIncentive Plan” and “Long-Term Incentives”. As part of determining the appropriate mix, theCorporation also reviews the practices of direct peer companies such as BCE and Telus.

Base Salary

Base salary provides the executive with fixed compensation that reflects the market value of aposition and the skills and experience of the NEO. While comparable positions in peer companiesare considered when setting NEO base salaries, the Compensation Committee does not set basesalaries at a particular percentile of market. Salary levels are adjusted by assessing the NEO’ssustained performance, by reference to levels of compensation for other positions within theCorporation and by the Compensation Committee’s judgment of general executive compensationtrends. Base salaries are reviewed annually and adjusted if considered appropriate by theCompensation Committee.


Benefits and Perquisites

The Corporation currently provides an executive allowance to NEOs. No other perquisites areprovided other than an executive disability insurance plan that provides coverage for the amount ofthe NEOs’ salary above the amount covered by the general disability plan. Except in the case ofNadir Mohamed, such perquisites are not worth more than $50,000 per year. The perquisitesprovided to its NEOs have been found to be consistent with the broader market.

The NEOs, along with all other employees of the Corporation, can participate in the EmployeeShare Accumulation Plan (ESAP). The terms of the ESAP are described below under “Summary ofEquity-Based Incentive Plans – Employee Share Accumulation Plan”.

Retirement and other Post Employment Arrangements

Retirement and other post-employment arrangements are part of each NEO’s compensationmix in order to provide the NEO with a reasonable level of income following retirement ortermination of their employment. The NEOs participate in the Corporation’s defined benefit plan,as do other employees of the Corporation and its affiliates. Certain senior executives participate ina defined benefit supplemental executive retirement plan that provides benefits in excess of thoseprovided in the Rogers Defined Benefit Pension Plan as a result of the limits under the Income TaxAct (Canada). (See “Pension Plan Benefits” below). NEOs also have certain post-employmentbenefits and supplemental pension entitlements under their employment agreements as describedunder “Termination and Change of Control Benefits” below.

Annual Incentive Plan

The Corporation’s Annual Incentive Plan provides executives with variable compensation basedon the achievement of performance goals. The Corporation’s executive officers are eligible forannual incentive awards under the Annual Incentive Plan that are designed to provide annual cashbonuses based on achieving pre-established performance goals approved annually by theCompensation Committee. At the start of each year, a percentage of an executive’s base salary isset as a target award based on specific financial and strategic goals. Adjustments may be made bythe Compensation Committee, at its discretion, from time to time to reflect changes in theCorporation’s financial plan or operating environment.

As part of the Senior Executive Incentive and Ownership Program, to the extent an eligibleNEO has not satisfied certain share ownership guidelines, the NEO is required to defer any annualcash bonus under the Annual Incentive Plan in excess of 100% of target in the form of RestrictedShare Units (RSUs). The program also allows an eligible NEO to elect to defer all or any portion ofany annual cash bonus in the form of RSUs or Deferred Share Units (DSUs). (See “Senior ExecutiveIncentive and Ownership Program – (c) Annual Incentive Deferral” below)

For 2011, the following annual incentive targets, as percentages of base salary, were approvedfor each eligible NEO:

NEOsTarget Bonus(% of salary)

Nadir Mohamed 125%

Bill Linton 125%

Rob Bruce 100%

Linda Jojo 75%

Keith Pelley 100%


The Committee does not position target bonus opportunities at a specific percentile of themarket. However, as part of its 2010 review, the Committee reviewed the competitiveness of thesetarget bonus opportunities and determined that, along with other elements of NEO compensation,they were appropriate to deliver total compensation at the median of its peers. Thus 2011 targetbonus opportunities remained consistent with 2010 levels. The following diagram illustrates theannual incentive plan design and payout opportunities:

NEO BaseSalary Earnings ×

Target AIP Award(% of Base Salary) ×

AIP PerformanceCriteria

(see below)=

Actual IncentivePlan Award

(0% - 200% PayoutOpportunity)

At the beginning of the year, the Compensation Committee determined the performancecriteria to be used for awarding annual cash bonuses and the various weightings to be applied tothose criteria, in consultation with the CEO. These criteria were selected to reflect the key financialmeasures expected to demonstrate profit based on operating performance, market performanceand capital investment for future returns, as well as key customer experience and retention metrics.

In order to strengthen the connection between NEO compensation and the Corporation’soverall performance, the annual cash bonuses for the NEO’s below the CEO (with the exception ofMr. Pelley) are 100% aligned to the Corporate Scorecard criteria. Mr. Pelley, as the head of theRogers Media business, has 40% of his incentive tied to overall Rogers performance (CorporateScorecard) and the remaining 60% directly aligned to the financial performance of the Mediabusiness.

The criteria, which include financial and customer experience metrics, and their weightings areshown in the table below. Beginning in 2011, the CEO also has an individual performancecomponent as part of his annual incentive plan performance measures, in order to strengthen thepay for performance alignment in respect of his personal objectives which operates as a multiplieron the outcome of the metrics outlined below (see ‘CEO Performance and Compensation’).

Performance goals for the various metrics are based on the Corporation’s financial plan andcustomer experience plans. Goals are established based on a review of prior period performance,relative performance of peer companies and forecasted economic conditions and a risk assessment.The Compensation Committee has determined that if a performance goal is achieved, 100% of thetarget award value is appropriate for that goal. When the Corporation’s performance exceeds agoal, executives generally receive proportionally greater payouts, as discussed below. Conversely,when the Corporation’s performance is below the goals, executives receive proportionally lower orno payouts.

The Compensation Committee approves performance goals for each metric at the beginningof the year. Payouts are made on a linear scale of 0% to up to 300% between these goals. Thetable below shows the minimum, target and maximum goals for each of the plan metrics (with theexception of Customer Reliability), the actual results for 2011, the percentage achievement againsttarget, and annual incentive payout percentages for 2011. As mentioned above, target goalsreflect our financial budgets for the year. Maximum goals are established to incent expected highlevels of performance and include an element of stretch performance to recognize breakthroughachievement by rewarding performance in excess of what is reasonably expected in the market.


Corporate Scorecard:

Minimum Target Maximum

2011(2)

Results

PercentageAchievement

of Target

2011Payout

PercentageMetricsMetric

Weighting GoalPayout

% GoalPayout

% GoalPayout

%

Financial Metrics

AdjustedOperatingProfit(1) 50% $ 4.635b 0% $ 4.764b 100% $ 5.240b 300% $ 4.716b 99% 63%

Revenue 20% $11.668b 0% $12.092b 100% $12.818b 300% $11.891b 98.3% 53%

Customer Metrics

CustomerExperience(3) 15% Not Disclosed 200%

WirelessChurn(4) 10% 1.63% 0% 1.54% 100% 1.35% 300% 1.32% 102.7% 143%

Cable Churn(4) 5% 1.44% 0% 1.36% 100% 1.20% 300% 1.42% 108.1% 233%

Corporate Scorecard Total Payout % 97.9%

Media:

Media AdjustedOperating Profit(1) $147.5m 0% $167.7m 100% $204.0m 200% $175.4m 105% 125%

Notes:(1) Adjusted operating profit does not have any standardized meaning under IFRS. The Corporation calculates adjusted operating

profit from the Corporation’s 2011 audited consolidated financial statements by taking net income, adding back depreciationand amortization, income taxes and non-operating items, which include finance costs (such as interest on long-term debt, losson repayment of long-term debt, foreign exchange gains (losses), change in fair value of derivative instruments, capitalizedinterest and amortization of deferred transaction costs), impairment of assets, share of income in associates and joint venturesaccounted for using the equity method, other income, stock based compensation expense, integration, restructuring andacquisition expenses and one time charges. See the section entitled “Supplementary Information: Non-GAAP calculations” ofManagement’s Discussion and Analysis (MD&A) in the Corporation’s 2011 Annual Report for further details and areconciliation of adjusted operating profit to net income.

(2) Adjustments to certain 2011 results and targets were approved by the Compensation Committee for incentive compensationpurposes. This table reflects the adjusted amounts. See discussion below.

(3) The Corporation does not disclose Customer Experience metrics because they are competitively sensitive. See further discussionbelow.

(4) Internally developed metrics designed to measure our ability to retain customers.

As the table above shows, the 2011 enterprise financial results came in just below the targetsas set out in the Annual Incentive Plan – we achieved 99% of our Adjusted Operating Profit target,and 98.3% of our overall Revenue target. We outperformed on most of our customer experiencemetrics, achieving at least the target level of performance on each which resulted in payouts above100% for these components. Combined with the financial metrics as described above, thiscontributed to an overall payout of slightly below target on the Corporate scorecard (97.9%). Inthe Media business we achieved 105% of the Adjusted Operating Profit target. In addition to thefinancial performance metrics described above, annual incentive payouts are determined based oncustomer experience metrics.

The Corporation does not disclose customer experience metrics because they are competitivelysensitive. The Corporation makes a considerable investment to collect and measure thisinformation and uses the information to determine how to improve and grow its business, as wellas to incent its executives. Competitors could similarly use the information to compete moreeffectively with the Corporation. Therefore, publicly disclosing the information would be seriouslyprejudicial to the Corporation’s interests. The Committee sets the performance goals related tocustomer experience metrics on a basis that achievement of 100% payout in relation to thosegoals will be reasonably attainable with focused effort and will represent an improvement from theprior year’s achievements under the Annual Incentive Plan.

The following conditions also apply to payouts under the Annual Incentive Plan:

• in order for there to be any payouts at all under the Annual Incentive Plan, theCorporation’s adjusted operating profit minimum performance threshold must be met;


• the minimum threshold must be attained on all criteria in order for the maximumachievement to be attained on any single criteria; and

• the payout of up to 300% for a maximum goal applies only to individual criteria and thecombined result for all criteria is subject to the maximum payout of 200% of targetbonus, unless recommended by the CEO and approved by the Compensation Committeefor a specific business purpose.

As noted above, adjustments may be made by the Compensation Committee, at its discretion,from time to time to reflect changes in the Corporation’s financial plan or operating environment.In 2011, the Compensation Committee approved: (i) a foreign exchange adjustment of $4.8 millionto Media’s operating profit; and (ii) Media’s target operating profit was reduced by $2.4 million toreflect the sale of certain business properties.

Long-Term Incentives

The Corporation has both a stock option plan and a RSU plan in place for meeting its long-term incentive goals (see “Stock Option Plans” and “Restricted Share Unit Plan”, below). Keyemployees with salaries in excess of $150,000, including the eligible NEOs, and the top 20%performers at the director level were eligible to participate in these plans.

The Committee is confident that the objectives of the long-term incentive program can be metby awarding a combination of performance based stock options and performance share units(PSUs) to members of the senior leadership team, including the NEOs. These vehicles are intendedto strengthen the alignment between the interests of executives and shareholders by providingincentives based on performance measures that historically have been associated with increasinglong-term shareholder value at the Corporation. As noted above, a material portion of the eligibleNEOs’ total direct compensation opportunities are in the form of long-term incentives, consistentwith the Corporation’s compensation philosophy.

In 2011, the eligible NEOs received their annual long-term incentive awards in the form ofperformance contingent options (50% of the total award) and performance share units (also 50%),as described below under “Senior Executive Incentive and Ownership Program”. The followingtable illustrates the long-term incentive pay mix for eligible executive levels.

Executive LevelPerformance

Stock OptionsPerformanceShare Units

Time-VestingStock Options

RestrictedShare Units

NEOs and Key Executives 50% 50% Not granted (1)

All other participants Not eligible Not eligible (2) (2)

Notes:(1) Certain NEOs and senior executives may be awarded RSUs in furtherance of retention arrangements or sign-on awards.(2) All other participants can elect to receive their LTI awards based on the following mix: (1) 50% RSUs and 50% stock

options, (2) 75% RSUs and 25% stock options, or (3) 100% RSUs.

Senior Executive Incentive and Ownership Program

To further strengthen the link between the compensation of the Corporation’s NEOs andother senior executives and the long-term interests of shareholders, the Corporation has a SeniorExecutive Incentive and Ownership Program. This program has four main components:performance contingent options, performance share units, share ownership guidelines and anannual incentive award deferral feature. Participation is limited to the CEO and certain executivesreporting directly to him or her and certain other executives in key leadership roles, includingall NEOs.


The main features of the program are described below.

(a) Performance Contingent Options

Participants in the Senior Executive Incentive and Ownership Program, including the eligibleNEOs, receive long-term incentive awards, allocated 50% to performance contingent options andtandem share appreciation rights and 50% to PSUs. Except as described below, the terms of theseoptions and share appreciation rights are the same as those disclosed under “Summary of Equity-Based Incentive Plans” below. In order for the options to vest, in addition to a time-vestingrequirement, pre-established share price performance targets must be met. Key provisions of theprogram include:

• options have a seven-year term (prior to 2005 options were generally granted with aten-year term);

• options vest based on time (25% per year) provided the share price targets are met at therelevant annual vesting dates or at any time thereafter during the term of the option;

• in order for the performance target to be met, the market price of a Class B Share, basedon the weighted average price of a Class B Share on the Toronto Stock Exchange(the TSX) for the five trading days prior to the option grant date, must increase by5% per year compounded annually for each of the four years following the date of thegrant; and

• the actual performance is measured based on the weighted average price of a Class BShare on the TSX for the twenty days prior to the anniversary of the grant date or for anyperiod of twenty trading days thereafter.

Option grants made to the eligible NEOs in 2011 are disclosed under “Option Based Awards”in the Summary Compensation Table below. No options under any option-based award grantedpreviously were amended, cancelled, replaced or significantly modified in 2011.

At the beginning of each fiscal year, the Compensation Committee approves a schedule thatsets out the number of stock options to be granted to each eligible NEO. In setting this schedule,and with the exception of the CEO’s stock option grant, the Compensation Committee receivesrecommendations from the CEO and reviews these recommendations with Hugessen. Typically, theCompensation Committee does not take previous grants or payouts of equity or length of serviceinto account when setting new grants. The Compensation Committee may, in cases of exemplaryindividual performance during the year, a new hire or a promotion, approve an award in excess ofthe targeted annual award based on their assessment of the rationale provided by the CEO.

(b) Performance Share Units

Consistent with the Corporation’s pay for performance philosophy, the Performance ShareUnit program (“PSU program”) provides a long-term incentive opportunity which eligibleexecutives can earn based on pre-determined performance measures over a three-yearperformance period. For the 2011-2013 period, the Committee determined that performancewould be measured against pre-determined Free Cash Flow targets, which is an important measurefor evaluating management’s ability to generate cash flow necessary to fund operations on asustainable basis. For the purposes of this plan, Free Cash Flow is defined as Adjusted OperatingProfit less capital expenditures. Eligible executives receive 50% of their target long-term incentiveopportunity in share units pursuant to the Restricted Share Unit Plan at the beginning of theperformance period. Where dividends are issued on the underlying common shares of theCorporation, additional units will be credited to unit holders equal to the value of the dividend. Theeventual value of this award is determined at the end of the three-year performance cycle based onthe following:

• 50% of the award based on actual Free Cash Flow performance against target for eachyear (each year is weighted 16.6%) in the three-year performance cycle; and

• 50% of the award based on actual Free Cash Flow performance against a 3-yearcumulative target


The number of units that vest and are paid at the end of 3 years can range from a minimum of50% to a maximum of 150% of the target number of units granted based on the Company’sactual performance against Free Cash Flow targets.

Performance Update on 2011 Grant:

As of the date of this Information Circular, one year of the 2011-2013 performance cycle wascompleted. In February 2012, the Committee reviewed the company’s performance against its2011 annual Free Cash Flow Target of $2.692 billion. Free Cash Flow for 2011 was $2.589 billion,resulting in achievement of 87% times target under the first annual performance measure. Theremainder of the 2011 grant may vest dependent upon performance against annual Free CashFlow targets in 2012, 2013 and for the cumulative three-year period from 2011 – 2013.

Performance Update on 2010 Grant:

In February 2012 the Committee also reviewed the company’s performance against its 2010and 2011 annual Free Cash Flow targets for purposes of determining performance under the 2010Grant (2010 – 2012 performance cycle). Free Cash Flow for 2010 was $2.922 billion against the2010 annual Free Cash Flow target of $2.835 billion, resulting in achievement of 110% or thetarget units subject to this measurement. The 2011 result of $2.589 billion in Free Cash Flow camein below the target of $2.789 billion for the 2010 Grant, resulting in achievement of 76% or thetarget units subject to year two annual performance.

Threshold and maximum performance levels as a multiple of target differ for 1-year and 3-yearcumulative targets reflecting the greater predictability of one year performance versus 3-yearcumulative performance. Payouts for performance between threshold and maximum will beinterpolated on a straight-line basis.

Free Cash Flow targets are established at the beginning of the performance cycle, based onexpectations and insights at that time. In light of the challenges associated in forecasting financialreporting-based measures, management or the Board may initiate a review of targets foroutstanding awards where unexpected and material external events (e.g., a major acquisition) haveoccurred such that existing targets may no longer represent appropriate goals. Where changes areapproved by the Committee, the targets for outstanding awards will be revised to reflect theadjustments (up or down).

In 2010, the Committee approved a reduction in the capex target by $209 million and thecapex results were reduced by $133.1 million to exclude a capital project that was rescheduled.This impacted the 2010 Free Cash Flow target and results, and the adjusted amounts are outlinedabove.

(c) Share Ownership Guidelines

The share ownership guidelines under the Senior Executive Incentive and Ownership Programare designed to link the interests of executive officers to those of our shareholders by encouragingthem to hold an ownership position in the Corporation’s shares. Guidelines must be met withinfive years. The share ownership of individual NEOs is reviewed annually and the participating NEOscurrently exceed these ownership guidelines. The guidelines and each participating NEO’s currentshare ownership are set out below.


Name

RequiredOwnership

Levels

OwnershipRequirement

($)

Class AShares

(#)

Class BShares

(#)

RSUs/PSUs(#)

DSUs(#)

Vested butUnexercised Options

Equity(1)

($)Meets

Requirement(#) ($)

NadirMohamed

5.0 x annualbase salary $6,000,000 0 45,904 453,633 0 537,662 5,397,681 24,549,923 Yes

Bill Linton 5.0 x annualbase salary $3,250,000 0 83,357 55,424 120,278 88,100 544,909 10,477,243 Yes

Rob Bruce 3.0 x annualbase salary $2,160,000 0 19,733 34,695 0 153,875 1,523,874 3,610,660 Yes

Linda Jojo 2.0 x annualbase salary $1,100,000 0 626 47,972 0 0 0 1,863,241 Yes

Keith Pelley 3.0 x annualbase salary $1,950,000 0 89 71,976 14,681 9,875 37,340 3,363,179 Yes

Notes:(1) Equity is determined by adding the value of Class A Shares, Class B Shares, RSUs, PSUs, DSUs and vested but unexercised

options (based on net in the money value). The value of equity is determined with reference to the closing price for thoseshares on the TSX on March 5, 2012, which was $38.83 and $38.34 respectively. The value of in the money options is basedon the closing share price of Class B Shares on the TSX on March 5, 2012 which was $38.34.

Rogers prohibits its reporting insiders from dealing in puts and calls, effecting any short sales,dealing in futures, option transactions or equity monetizations, or engaging in any other hedgingtransactions relating to the Company’s shares without the prior approval of the CorporateGovernance Committee of the Board of Directors of the Company.

(d) Annual Incentive Deferral

To the extent an executive has not satisfied the share ownership guidelines, as describedabove under item (c), “Share Ownership Guidelines”, the executive is required to defer any annualcash bonus in excess of 100% of target in the form of RSUs vesting at the end of a three yearperiod.

In addition, the executive may elect to defer all or any portion of any annual cash bonus underthe Annual Incentive Plan in the form of RSUs or DSUs. DSUs are redeemed on termination ofemployment pursuant to the Corporation’s DSU Plan as described below under “ExecutiveDeferred Share Unit Plan”. Any election to defer bonus must be made by December 31 of the yearin which the bonus is earned. If the employment of the executive is terminated prior to the vestingof any amount of bonus that is deferred as an RSU, such RSUs shall vest effective immediately priorto the executive’s termination date. The RSU Plan is described below under “Restricted Share UnitPlan”.


CEO Performance and Compensation

Mr. Mohamed participates in the Annual Incentive Plan, as described in detail above. Inaddition to the organization financial and customer metrics that apply to all participants,Mr. Mohamed has an individual performance component as part of his annual incentive plan, inorder to strengthen the pay for performance alignment in respect of his personal objectives. Thiscomponent operates as a multiplier and can impact his award within a +/- 20% range around theplan payout. In order to determine this factor, the Board evaluates Mr. Mohamed’s performancebased on his pre-established priorities for the year. In 2011, these included delivering on keyenterprise priorities, leading growth, protecting and building the Company’s reputation, as well assome key leadership and organization development initiatives.

2011 Priorities Weighting Description Results

Deliver onEnterprisePriorities

25% Deliver Adjusted Operating Profitand revenue growth aligned to thebusiness plan while drivingcustomer service and retention.Invest in next generation platformswhile concurrently delivering stableand reliable services.

• Delivered 2% consolidated top-line growth with 2% inadjusted operating profit.

• Above target performance oncustomer experience andretention metrics.

Lead Growth /M&A Activities

25% Deploy LTE launch in major centresand explore initiatives that arealigned with the business strategy.

• Deployed Canada’s first, largestand fastest 4G LTE wirelessnetwork

• Deployment of DOCSIS 3.0Internet capabilities across thecable TV footprint.

Protect / BuildReputation

25% Establish clear and measurableobjectives to enhanceorganizational reputation. Launch anew, company-wide employeerecognition program.

• Launched a company-wideemployee recognition program,recognizing achievement incustomer experience, businessimpact and communityinvolvement while emulatingthe values of the organization.

Leadership /OrganizationDevelopment

25% Establish leadership developmentand succession plans as well as adisciplined approach to talentmanagement across the Company.

• Critical leadership rolessuccessfully filled.

• Talent management andsuccession planning processunderway – significant in-yearprogress made.

• Development plans in place forall senior leaders.

Based on an assessment of Mr. Mohamed’s performance against his 2011 priorities, it wasdetermined that all objectives were substantially met and that a target level of individualperformance (100%) was achieved. Mr. Mohamed’s award under the Annual Incentive Plan (AIP) iscalculated as follows:

BaseSalary Earnings ×

Target AIP Award(% of Salary) ×

AIP CorporatePerformance*

Criteria×

IndividualPerformance

Factor=

Actual IncentivePlan Award

(0% - 200% PayoutOpportunity)

$1,200,000 × 125% × 97.9% × 100% = $1,468,500

*Please refer to the Annual Incentive Plan discussion regarding the achievement on the Corporate scorecard metrics.


PERFORMANCE GRAPH

The following graph shows changes over the past five-year period in the value of $100invested on December 31, 2006 in:

• our Class A Shares (RCI.A)

• our Class B Shares (RCI.B)

• the Standard & Poor’s/Toronto Stock Exchange Composite Total Return Index (S&P/TSXComposite)

The graph also includes a NEO Total Direct Compensation index which represents the changein the sum of the NEOs Total Direct Compensation (base + annual incentive awards + long termincentive awards) for the past five years.

$0

$25

$50

$75

$100

$125

$150

201120102009200820072006

DO

LLA

RS

Rogers Communica�ons Inc A Rogers Communica�ons Inc B

S&P/TSX Composite Index NEO Total Direct Compensa�on Index

ASSUMES $100 INVESTED ON JAN. 01, 2007ASSUMES DIVIDEND REINVESTED

FISCAL YEAR ENDING DEC. 31, 2011

COMPARISON OF CUMULATIVE TOTAL RETURN

Indexed ReturnsYears Ending

Company/IndexBase Period

Dec 06 Dec 07 Dec 08 Dec 09 Dec 10 Dec 11

RCI.A $100.00 $133.38 $104.72 $90.01 $101.94 $117.36

RCI.B $100.00 $130.87 $109.23 $101.31 $111.06 $130.88

S&P/TSX Composite Total Return Index $100.00 $109.79 $73.57 $99.28 $116.71 $106.03

NEO Total Direct Compensation Index $100.00 $135.92 $142.50 $128.45 $129.83 $110.66

Values are given at December 31 of each of the years listed. The year-end values of eachinvestment are based on share appreciation, assuming that all dividends are reinvested, and theRCI.A and RCI.B values also reflect the two-for-one stock split which was effected onDecember 15, 2006.


Generally, the compensation of the NEOs increased from 2006 to 2011, consistent with theincrease in the market price of the Corporation’s shares. In 2009, both share prices and aggregateNEO compensation declined relative to 2008. In 2010, both share prices increased relative to 2009while NEO compensation remained flat. In 2011, NEO compensation declined, which is partlyreflective of a new mix of NEOs as well as reduced incentive plan outcomes, while the stock pricesincreased.

Overall, the Committee is confident that the current executive compensation program andassociated pay levels for its NEOs are well aligned to the company’s performance over the prior 5year period.


COMPENSATION FOR NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following Summary Compensation Table shows the amount and type of compensationgranted to the NEOs in 2009, 2010 and 2011. As announced in October 2011, Anthony Staffieriwill succeed Bill Linton as the CFO following the Company’s Annual General Meeting on April 25,2012. Mr. Staffieri did not operate in an executive capacity in 2011 and therefore is not disclosedin the table below.

Name andPrincipalPosition Year

Salary($)

ShareBased

Awards(1)

($)

OptionBased

Awards(2)

($)

Non-Equity IncentivePlan Compensation

($)

PensionValue(4)

($)All Other

Compensation(5)

TotalCompensation

AnnualIncentivePlans(3)

Long-Term

IncentivePlans

Nadir MohamedPresident andCEO

2011 1,200,000 2,481,242 2,482,340 1,468,500 Nil 463,980 84,300 8,180,3622010 1,200,000 2,735,303 2,735,441 1,500,000 Nil 339,748 84,300 8,594,7922009 1,112,642 6,325,211(6) 2,431,808(7) 2,211,376 Nil 1,476,662 129,403 13,687,102

Bill LintonEVP, Financeand CFO

2011 650,000 339,755 339,069 795,438 Nil 99,225 12,500 2,235,9872010 650,000 1,576,003(8) 363,943 812,500 Nil 76,939 12,500 3,491,8852009 650,000 Nil 560,103 1,291,875 Nil 82,794 8,250 2,593,022

Rob BrucePresident,Communications

2011 720,000 391,233 389,929 704,880 Nil 98,817 12,500 2,317,3592010 720,000 407,082 407,291 720,000 Nil 74,202 12,500 2,341,0752009 675,346 Nil 573,182 874,362 Nil 93,317 8,250 2,224,457

Linda Jojo(9)

EVP & CIO2011 264,423 1,500,000 Nil 403,838 Nil 35,642 132,828 2,336,7312010 N/A N/A N/A N/A N/A N/A N/A N/A2009 N/A N/A N/A N/A N/A N/A N/A N/A

Keith Pelley(10)

President, Media2011 650,000 353,483 352,453 742,040 Nil 83,049 3,750 2,184,7752010 187,500 2,485,267 Nil 243,750 Nil 2,654 700,000 3,619,1712009 N/A N/A N/A N/A N/A N/A N/A N/A

Notes to the Summary Compensation Table:(1) The amounts shown for compensation purposes reflect the five-day weighted average trading price of Class B Shares on the

TSX for the five trading days preceding the grant date. This ensures the compensation award values are not influenced bysingle day trading volatility. The 2011 PSU awards granted on March 1, 2011 were valued for compensation purposes at$34.3187. For accounting purposes the awards are valued using the closing price for Class B Shares on the TSX on the date ofthe grant. For the March 1, 2011 awards, this was $34.17. For the March 2010 grant, the compensation value reported isbased on a price of $34.734 (the five-day weighted average price preceding March 5, 2010). The accounting value of theseawards was based on the closing price on March 5, or $34.27. For the 2009 grant, the compensation value is based on a priceof $29.399 (five-day weighted average price preceding March 2, 2009) compared to the accounting value which is based on aprice of $28.33 (closing price on March 2, 2009).

(2) The compensation value for all stock option awards is determined using the Black-Scholes model which is a commonly usedmethod for valuing stock options. The amounts disclosed represent the Black-Scholes fair value (compensation value) at date ofgrant. For the 2011 grant, this resulted in a compensation value of 26% or $8.92 per option based on the followingassumptions: share price volatility (34.14%), the full term of the option (7 years), risk-free interest rate (2.75%), and dividendyield (3.50%).For the 2011 grants, the compensation value was greater than the accounting fair value of the awards by the followingamounts: $334,636 for Mr. Mohamed, $45,709 for Mr. Linton, $52,565 for Mr. Bruce, and $47,513 for Mr. Pelley. Theaccounting fair value for performance based stock options is determined using the Company’s Class B Non-Voting share price,and the trinomial option pricing model. For the March 2011 grant this resulted in an accounting value of $7.30 per option,using the following assumptions: share price volatility (28.2%), expected life of an award (5.4 years), risk-free interest rate(2.9%), and dividend yield (4.0%).Using the same methodology as described above, the compensation fair value for the 2010 grant was 26% or $9.03 peroption based on the following assumptions: share price volatility (35.00%), the full term of the option (7 years), risk-freeinterest rate (2.91%), and dividend yield (3.79%). The compensation fair value reported above was greater than the accountingfair value of the awards as reported under IFRS, by the following amounts: $524,271 for Mr. Mohamed, $69,753 forMr. Linton, and $78,061 for Mr. Bruce. Using the same methodology as described above, the accounting fair value for theMarch 2010 grant was $7.72 per option based on the following assumptions: share price volatility (29.3%), expected life of anaward (5.4 years), risk-free interest rate (2.8%), and dividend yield (3.7%).


Prior to the 2010 awards, the grant date intrinsic value under the Corporation’s accounting policy was zero. As a result, thedifference between the accounting value and the grant date fair value for the 2009 awards is the difference between zero andthe amount disclosed in the table.

(3) Awards for 2009 include one-time payments made to select eligible executives under the RCI Success Sharing Plan (the SSP).This was a one-time program approved by the Compensation Committee at the beginning of 2009 for eligible NEOs andcertain other employees, designed to reward the achievement of meaningful cost reductions that have a positive effect onoperating profit and disciplined capital spending in 2009. Mr. Pelley and Ms. Jojo did not participate in this program.

(4) The pension values represent the compensatory change as described in the “Pension Plan Benefits” section of this InformationCircular.

(5) The value of perquisites and benefits for NEOs other than Mr. Mohamed and Ms. Jojo does not exceed either $50,000 or 10%of the total of the relevant NEO’s total salary in 2011 and is not reported herein. The amounts reported for Mr. Mohamedinclude an executive allowance of $70,000, the Company’s contribution to the Employee Share Accumulation Plan (ESAP), andparking fees. In 2009, in addition to an executive allowance, parking, and the Company’s contribution to the ESAP, he wasentitled to receive up to $60,000 as reimbursement for legal and other expenses in connection with his employmentagreement, as described under “Employment Agreements”. The amount reported for Ms. Jojo in 2011 includes a relocationallowance and the Company’s contribution to the ESAP. Mr. Pelley’s amount in 2010 reflects his signing bonus of $700,000.All other amounts in this column reflect the Company’s contribution to the ESAP.

(6) This includes 75,000 RSUs that Mr. Mohamed received as a signing bonus under the terms of his employment agreement. Theaward was granted based on the closing price for Class B Shares on the TSX on May 7, 2009 ($30.68). This is equal to theaccounting value of the award.

(7) This includes 200,000 performance-based options that Mr. Mohamed received as a signing bonus under the terms of hisemployment agreement. In 2009 the grant date intrinsic value under the Corporation’s accounting policy was zero. As a result,the difference between the accounting value and the grant date fair value for the 2009 awards is the difference between zeroand the amount disclosed in the table.

(8) This includes a special award of 32,500 RSUs awarded to Mr. Linton, which vest on June 1, 2012. The award was grantedbased on the closing price for Class B Shares on the TSX on September 1, 2010 ($37.15). This is equal to the accounting valueof the award.

(9) Ms. Jojo joined the Corporation on July 4, 2011 and received a sign-on award of 41,062 Restricted Share Units. The amountdisclosed in the table reflects the compensation value of the grant based on the five-day weighted average price precedingAugust 4, 2011 ($36.53). The accounting value for this award is based on the closing price for Class B Shares on the TSX onAugust 4, 2011 ($35.59).

(10) Mr. Pelley joined the Corporation on September 13, 2010 as President, Rogers Media. Mr. Pelley received a signing bonus of$700,000, 50,000 Restricted Share Units and 14,000 Deferred Share Units under the terms of his employment agreement. Theawards were granted based on the closing price for Class B Shares on the TSX on September 30, 2010 ($38.51) which is equalto the accounting value for the awards. See Employment Agreements for further details.


Incentive Plan Awards

Outstanding share-based and option-based awards

The following table provides information with respect to outstanding stock options, RSUs andDSUs held by the NEOs as of December 31, 2011. See “Senior Executive Incentive and OwnershipProgram”.

Option-based Awards Share-based Awards

Name

Number ofsecurities

underlyingunexercised

options(#)

Optionexercise

price($)

Optionexpiration

date

Value ofunexercised

in-the-moneyoptions

($)

Number ofshares or unitsof shares that

have not vested(#)

Market orpayout value

of share-basedawards that

have notvested

($)


of vestedshare-basedawards notpaid out ordistributed

($)

Nadir Mohamed 278,200 34.3187 3/1/2018

302,900 34.7340 3/5/2017

200,000 30.1646 5/7/2016

110,900 29.3990 3/2/2016

97,800 38.9000 3/3/2015

101,400 38.8823 3/1/2014

33,862 7.4150 11/12/2013

150,000 22.6100 3/1/2013

34,350 16.9750 3/4/2012 10,059,998 387,234 15,198,946 0

Bill Linton(1) 38,000 34.3187 3/1/2018

40,300 34.7340 3/5/2017

72,800 29.3990 3/2/2016

64,200 38.9000 3/3/2015

55,700 38.8823 3/1/2014 1,129,488 80,172 3,146,739 4,720,893

Rob Bruce 43,700 34.3187 3/1/2018

45,100 34.7340 3/5/2017

74,500 29.3990 3/2/2016

65,700 38.9000 3/3/2015

55,700 38.8823 3/1/2014

61,875 22.6100 3/1/2013 2,226,145 24,246 951,652 0

Linda Jojo 0 0 N/A 0 41,473 1,627,806 0

Keith Pelley(2) 39,500 34.3187 3/1/2018 194,786 62,577 2,456,136 576,229

Notes:(1) The value of awards not paid or distributed for Mr. Linton represents the aggregate value of cash bonuses and restricted share

unit awards that Mr. Linton voluntarily elected to defer into Deferred Share Units as well as the dividend equivalent unitsearned as additional DSUs. The market value is based on the closing price for Class B shares on the TSX on December 31, 2011which was $39.25.

(2) The value of awards not paid or distributed for Mr. Pelley reflects the Deferred Share Units he received as part of his signingbonus on September 13, 2010 plus accumulated dividend units. The market value is based on the closing price for Class Bshares on the TSX on December 31, 2011 which was $39.25.


Incentive plan awards – value vested or earned during the year.

The following table provides information on the vesting and payout of awards under theCorporation’s incentive plans during 2011.

Name

Option Awards– Value Vested

During theYear ($)

Share Awards –Value Vested

During the Year($)

Non-EquityIncentive Plan

Compensation –Value Earned

During the Year($)

Nadir Mohamed 558,316 2,938,131 1,468,500

Bill Linton(1) 101,703 2,415,182 795,438

Rob Bruce 105,502 Nil 704,880

Linda Jojo Nil Nil 403,838

Keith Pelley Nil Nil 742,040

Notes:(1) This represents maturing RSUs that Mr. Linton elected to take in the form of DSUs.

Summary of Equity-based Incentive Plans

The following tables provide a summary of the Corporation’s various equity-based incentiveplans.

Stock Option Plan

EligibleParticipants

Our and our affiliates’ regular full time employees and officers (theParticipants) are eligible for a grant of stock options and tandem shareappreciation rights (SAR) (collectively Awards) under the Stock OptionPlans. All Awards require the approval of and are at the discretion of theCompensation Committee. The CEO has the authority to make Awardswithin guidelines approved by the Compensation Committee. A SAR is aright to surrender an option for a payment equal to the fair market valueof a Class B Share minus the option exercise price.

Determination ofAwards to beGranted

The Compensation Committee determines the portion of theParticipants’ compensation to be paid as part of the Corporation’s long-term incentive plan. The Participant elects whether to receive the long-term incentive plan benefit awarded to him or her in the form of Awards,as RSUs (see below), or 50% in Awards and 50% in RSUs, unless he orshe is a participant in the Senior Executive Incentive and OwnershipProgram, in which case he or she must receive his or her Awards in theform of performance contingent options (see “Senior Executive Incentiveand Ownership Program” above). To the extent he or she is eligible andelects to receive such benefits in the form of Awards, the dollar amountto be credited as Awards is divided by the market price per Class B Shareas of the grant date and the resulting number of Awards is awarded tothe Participant.

The market price of the Class B Shares for calculating Awards, and theexercise price, is the weighted average trading price of the Class B Shareson the TSX for the 5 trading days before the relevant date.

Options asPercentage ofOutstandingShares

As of December 31, 2011, the total number of Class B Shares issuableunder stock options outstanding under the Stock Option Plans was10,420,344, representing 1.99% of the total number of Class A Sharesand Class B Shares on that date (being 524,857,420 shares) and 2.53%of the total number of Class B Shares on that date (being 412,395,406Class B Shares).


Vesting andExercise of Awardsupon Retirementor Termination ofEmployment

The Awards typically vest 25% per year. The Committee may establish adifferent vesting period. On a change of control of the Corporation, theBoard may consent to the exercise of any outstanding Award, and, if it soconsents, shall provide a limited period for the exercise of Awards topermit the holder of the Award to participate in the change of controltransaction. Any Awards not so exercised expire.

The following rules apply if a Participant’s employment is terminatedbefore expiry:

• if terminated by death, disability, or retirement at retirement age asdetermined by the Compensation Committee, the Participant’sAwards continue to vest and all vested Awards are exercisable untilthe original expiry date in accordance with the original terms of thegrant of such Awards (unless the Compensation Committeeotherwise specifically determines);

• if terminated for any other reason, other than cause, theParticipant’s unvested Awards are forfeited (unless theCompensation Committee otherwise expressly determines in writing)and vested Awards may be exercised at any time within 30 daysafter termination; and

• if terminated for cause, the Participant’s vested and unvestedAwards are forfeited.

If the Participant is a member of the Board (but not a member ofmanagement) and ceases to be a member of the Board for any reason,all Awards continue to vest and all vested Awards are exercisable untilthe original expiry date in accordance with the original terms of suchAwards (unless the Compensation Committee otherwise expresslydetermines in writing).

Assignment ofAwards

Awards are personal to the holder and are non-assignable, except to alegal personal representative of the holder, to a personal holdingcompany controlled by the holder or to a registered retirement savingsplan established by the holder, subject to any applicable regulatoryapproval.

Expiration ofAwards

Each Award expires seven years after the Award was granted, providedthat, any Award which would otherwise expire during or within tenbusiness days following a trading blackout may be exercised until thetenth business day following the end of the trading blackout.


Restricted Share Unit Plan


Our and our affiliates’ regular full time employees and officers (theParticipants) are eligible for a grant of RSUs under our RSU Plan. Allgrants require the approval of and are at the discretion of theCompensation Committee.

Determination ofRSUs to beGranted

To the extent the employee is granted Awards under the Stock OptionPlan and elects to receive the Awards in the form of RSUs (see above),the number of RSUs to be credited to the Participant’s RSU account isdetermined by reference to a Black-Scholes valuation of the Award whichthe Participant would have otherwise received. Dividends paid on theClass B Non-Voting Shares are credited as additional RSUs (by dividingthe dollar amount of dividends payable by the market price per Class BNon-Voting Share on the date credited).

Certain employees may elect to receive their bonus in the form of RSUs(Bonus RSUs).

The market price of the Class B Shares for calculating RSUs granted andcredited as dividends, and the redemption price, is the weighted averagetrading price of the Class B Shares on the TSX for the five previoustrading days.

Vesting of RSUsand Terminationof Employment

Subject to specific employment arrangements, the CompensationCommittee sets a date not later than 3 years after the grant date as thevesting date for a Participant’s RSUs, other than Bonus RSUs. Bonus RSUsgranted before December 31, 2009, vest no later than December 15th ofthe third calendar year following the calendar year in which the bonusremuneration was earned. Bonus RSUs granted after December 31,2009, vest no later than June 15th of the third calendar year followingthe calendar year in which the bonus remuneration was earned. The RSUplan was amended in 2008 to provide that on a change of control of theCorporation, the Board may determine to redeem any outstanding RSUs.The Compensation Committee may also award RSUs subject toconditions, including performance conditions to vesting. In 2010, theCompensation Committee began awarding RSUs subject to performanceconditions to vesting. See Performance Share Unit program above.

The following rules apply if a Participant’s employment is terminatedbefore the vesting date:

• if terminated by death, retirement or disability, the Participant’s RSUsare deemed to have vested immediately before the death, retirementor disability date;

• if terminated for any other reason, the Participant’s unvested RSUsare forfeited (unless the Committee otherwise expressly determinesin writing); and

• notwithstanding the above, any bonus amounts deferred as an RSUwill vest immediately prior to a Participant’s termination date.


Redemption ofRSUs

We may redeem all of a Participant’s RSUs before the vesting date andwe must redeem all of a Participant’s vested RSUs as of the vesting date.

To redeem RSUs, the Corporation or the Compensation Committee:

1. shall to the extent an eligible holder of RSUs has properly elected,grant one DSU, governed by the Executive Deferred Share Unit Plan,for each RSU in respect of which an election is made; and

2. otherwise may choose to:

(a) issue one Class B Share for each RSU; or

(b) pay cash equal to:

(i) the number of RSUs credited multiplied by

(ii) the market price per Class B Share; or

(c) use a combination of (a) and (b).

The Corporation may not issue Class B Shares unless we obtain theapproval of the TSX and any other regulatory authority (as may berequired) and, if and as required by the TSX, our shareholders.

Transferability ofAwards

RSUs are not transferable or assignable other than to the legal personalrepresentative of the holder or by will in the event of the death of aparticipant, subject to any applicable regulatory approval.

Executive Deferred Share Unit Plan


Our and our affiliates’ senior executive officers and officers designated bythe Compensation Committee (an Eligible Executive) are eligible toparticipate in the Executive Deferred Share Unit Plan (the DSU Plan).

Determination ofDSUs to beGranted

An Eligible Executive may elect to receive bonus remuneration, in wholeor in part, in the form of DSUs or cash. In order to participate in the DSUPlan, the Eligible Executive must file a written election designating theportion or percentage of the bonus for the applicable fiscal year that is tobe deferred into DSUs and the portion or percentage to be paid in cash.Only one election may be filed in respect of any fiscal year and thatelection is irrevocable. DSUs elected by an Eligible Executive are creditedto an account maintained for the Eligible Executive by us. The number ofDSUs to be credited to the Eligible Executive is determined by dividing theamount of the bonus to be deferred into DSUs by the market price perClass B Share. Dividends paid on the Class B Shares are credited asadditional DSUs (by dividing the dollar amount of dividends payable bythe market price per Class B Share).

The market price of the Class B Shares for calculating DSUs granted,credited as dividends and the redemption price, is the weighted averagetrading price of the Class B Shares on the TSX for the 5 trading daysbefore the relevant date.


Redemption ofDSUs

An Eligible Executive’s DSUs may be redeemed only when the EligibleExecutive ceases to hold any position with the Corporation. On theredemption of DSUs, the Eligible Executive is entitled to receive a lumpsum cash payment equal to the number of DSUs credited to the account,multiplied by the market price per Class B Share on the applicable date. Ifthe Eligible Executive does not request redemption, the DSUs will beredeemed by us at the end of the year following the year of terminationof employment. In the event of death of the Eligible Executive, we are tomake a lump sum cash payment within ninety (90) days of the date ofdeath, on the terms set out above.

Amendment andTermination ofEquityCompensationPlans

Except as provided below, the Compensation Committee may amend,suspend or terminate such plans at any time, provided, however, that anysuch amendment, suspension or termination shall not decrease theentitlements of a participant which have accrued prior to the date of theamendment, suspension or termination. However, shareholder approvalof amendments to the Stock Option Plans or the RSU Plan is required forany amendment which: (i) reduces the exercise price of an Awardgranted to an insider (other than adjustments in connection with atransaction or reorganization); (ii) extends the term of an Award or RSUheld by an insider, except, in respect of an Award, an extension to10 business days following the expiration of a trading blackout; or(iii) increases the maximum number of Class B Shares issuable under theStock Option Plans or the RSU Plan or changes the maximum number ofClass B Shares issuable under the Stock Option Plans or the RSU Plan to afixed percentage; provided that shareholder approval is not required inthe case of (i) amendments of a “housekeeping” nature, (ii) a change tothe vesting provisions of Awards or the Stock Option Plans and the RSUPlan, (iii) a change to the termination provisions of Awards, RSUs, theStock Option Plans and the RSU Plan which does not entail an extensionbeyond the original expiry date, and (iv) the addition of a cashlessexercise feature to an Award, payable in cash or shares, which providesfor a full deduction of the number of underlying shares from the StockOption Plans’ reserve.

Employee Share Accumulation Plan (ESAP)

Plan Summary The ESAP is open to all of our employees. Under the ESAP, an employeemay elect to participate by making contributions from payroll up to amaximum of 10% of salary, provided that such contributions in any yeardo not exceed $25,000.

The ESAP is managed by an independent trustee, which holds thecontributions on behalf of the employee. We contribute to eachparticipating employee’s account an amount equal to: (i) 25% of theaggregate contributions made during the first year of ESAP membershipby the participating employee; (ii) 33% of the aggregate contributionsmade during the second year of ESAP membership by the participatingemployee; and (iii) 50% of the aggregate contributions made after thesecond year of ESAP membership by the participating employee. Thetrustee then purchases Class B Shares with such contributions, throughthe facilities of the TSX, for the account of the participating employee.

Plan Participation During the year ended December 31, 2011, an aggregate of 2,321,078Class B Shares were purchased under the ESAP, 4,503 of which werepurchased by NEOs.


Pension Plan Benefits

The Corporation provides pension benefits to its employees, including NEOs, through theRogers Defined Benefit Pension Plan (the Registered Plan). In addition, all NEOs, other thanMr. Mohamed, receive benefits under the Rogers Supplementary Retirement Plan (theSupplementary Plan).

The Registered Plan is a contributory defined benefit pension plan registered under the IncomeTax Act (Canada) and the Pension Benefits Standards Act. However, executives who are eligible formembership in the Supplementary Plan are not required to contribute. For each year of creditedservice, the Registered Plan provides NEOs with an annual pension benefit of 2.0% of their careeraverage base salary. Periodically, Rogers has provided for updates to the career average base yearearnings used to determine pensions under the Registered Plan. The most recent such upgrade iseffective January 1, 2010 such that pension benefits earned for all service prior to January 1, 2008are based on the member’s pensionable earnings in 2007. The pension earned in respect of anygiven year is limited to the maximum pension limit under the Income Tax Act (Canada) for the yearin which the benefit is earned. Pensions are payable on an unreduced basis once a member hasattained age 55 and 30 years of continuous employment, but in any event no later than age 65.

The Supplementary Plan provides benefits to certain key executives approved by theCompensation Committee and provides benefits that cannot be provided through the RegisteredPlan because of the Income Tax Act (Canada) limits. Benefits earned under the Supplementary Planvest at age 55 and are payable on an unreduced basis once a member has attained age 55 and30 years of continuous employment or age 65. Benefits payable from the Supplementary Plan areoffset by any benefits payable from the Registered Plan. The Supplementary Plan is not funded andbenefit payments to former executives are paid directly by Rogers. At December 31, 2011, theunfunded obligation in respect of both current and former executives and their beneficiaries was$39,054,000 (compared to an obligation of $36,881,000 as at December 31, 2010). Followingtransition to International Financial Reporting Standards, the entire obligation has been accrued onthe balance sheet at the end of 2011. In 2011, Rogers recognized a charge to net income of$3,787,000 in respect of benefits accrued for service by current executives and made payments toformer executives and their beneficiaries of $2,015,000.

Pursuant to Mr. Mohamed’s employment agreement, he is entitled to benefits under asupplementary retirement compensation arrangement (the RCA). Mr. Mohamed is not required norpermitted to make contributions to the RCA. Mr. Mohamed’s benefits under the RCA will bereduced to the amounts he was entitled to prior to his appointment as President and CEO if hebreaches certain non-compete covenants. If Mr. Mohamed dies before benefits commence, hisspouse at the time of his death will receive, or if Mr. Mohamed dies after benefits commence, hisspouse at the time that benefits commence will receive, 60% of the benefits that would have beenpayable to Mr. Mohamed for her lifetime and if she dies within 5 years from the time she begins toreceive such benefits her estate will receive a lump-sum payment equal to the value of her pensionfor the balance of that 5 year period. If Mr. Mohamed dies within 10 years after benefitscommence and has no spouse at the time benefits commence, his estate will receive a lump sumpayment equal to the value of his pension for the balance of that 10 year period. No death benefitis payable if Mr. Mohamed dies without a spouse prior to the commencement of benefit paymentsunder the RCA.

The table below shows the following information for each NEO participating in theCorporation’s defined benefit pension arrangements: years of credited service as at December 31,2011; estimated annual benefit accrued, or earned, for service up to December 31, 2011 and up tothe age of 65 (or assumed retirement date if later than age 65); and a reconciliation of the accruedobligation from December 31, 2010 to December 31, 2011.


Name

Numberof YearsCreditedService

Annual BenefitsPayable

AccruedObligation atStart of Year(1)

($)

CompensatoryChange(2)

($)

Non-Compensatory

Change(3)

($)

AccruedObligation at

Year End(4)

($)

AtYear End

($)

AtAge 65

($)

Nadir Mohamed(5) 11.33 405,233 822,727 3,660,744 463,980 480,795 4,605,519

Bill Linton 4.00 51,613 149,113 311,497 99,225 67,684 478,406

Rob Bruce 4.68 60,933 198,932 367,280 98,817 75,326 541,423

Linda Jojo(6) 0.49 5,390 207,973 0 35,642 3,534 39,176

Keith Pelley(7) 1.27 16,500 238,583 4,025 83,049 36,671 123,745

Notes:(1) The accrued obligation at the start of the year is the value of the projected pension earned for service to September 30, 2010.

The values have been determined using the same actuarial assumptions and measurement date used for determining thepension plan obligations at December 31, 2010 as disclosed in the notes to the 2010 consolidated financial statements, basedon the actual earnings for 2010 and adjusted to reflect expected increases in pensionable earnings.

(2) The values shown under Compensatory Change include the value of the projected pension earned for service from October 1,2010 to September 30, 2011 plus the change in accrued obligation due to differences between actual and assumedcompensation for the year. The accrued benefit liabilities assume that RCI continues its historical practice of upgrading thecareer average earnings base year on a triennial basis. The impact of future assumed base year upgrades is recognized in thecompensatory change over the career of each executive even in years when no such upgrade occurs. In the future, if RCIdeviates from its historical practices, such deviation will be reflected in the compensatory change at that time.

(3) Non-compensatory changes include interest on obligations at the beginning of the year, gains and losses due to differences inactual experience compared to actuarial assumptions and changes in actuarial assumptions, and the impact of changing themeasurement date to December 31 in accordance with International Financial Reporting Standards.

(4) The accrued obligation at year end is the value of the projected pension earned for service to December 31, 2011. The valueshave been determined using the same actuarial assumptions and measurement date used for determining the pension planobligations at December 31, 2011 as disclosed in the notes to the 2011 consolidated financial statements, based on the actualearnings for 2011 and adjusted to reflect expected increases in pensionable earnings.

(5) Mr. Mohamed’s employment agreement provides for a pension payable under the RCA at age 65 of $969,041 per annum lesspension amounts payable from his previous employer and pension amounts payable from the Registered Plan. The pensionamount prior to any offset is reduced by $3,694.73 for each month his actual retirement date precedes age 65.

(6) Ms. Jojo’s Supplementary Plan benefits vest May 15, 2020.(7) Mr. Pelley’s Supplementary Plan benefits vest January 11, 2019.

Unless otherwise noted, all NEOs are currently vested in their pension entitlements earned toDecember 31, 2011. In accordance with International Financial Reporting Standards, the amountsset out above make no allowance for the different tax treatment of the portion of pension not paidfrom the registered pension plans. All amounts shown above are estimated based on assumptionsand represent contractual entitlements that may change over time. The methods and assumptionsused to determine estimated amounts will not be identical to the methods and assumptions usedby other issuers and, as a result, the figures may not be directly comparable across issuers.


Employment Agreements

All of the NEOs have employment agreements with the Corporation that set salaries andtarget annual incentive bonuses as well as addressing other matters such as long-term incentives,supplemental retirement arrangements and termination and change of control payments. Theagreements also provide the NEOs with the right to various benefits that we make availablegenerally to our senior executives. Payments on termination and change of control under theseemployment agreements are discussed in this section. Incentive plans under these employmentagreements are discussed under “The Corporation’s Annual Incentive Plan”, “Long-TermIncentives”, “Senior Executive Incentive and Ownership Program” and “Summary of Equity-BasedIncentive Plans” above, and retirement arrangements are discussed above under “Pension PlanBenefits”.

Nadir Mohamed

RCI entered into a new employment agreement with Mr. Mohamed in connection with hisappointment as President and CEO on March 30, 2009. The significant terms of Mr. Mohamed’semployment agreement are as follows:

• RCI agrees to pay an annual base salary of $1,200,000 subject to annual adjustments bythe Compensation Committee.

• RCI agrees to pay an annual bonus as determined by the Compensation Committee andsubject to performance criteria which are determined by the Compensation Committee(see “The Corporation’s Annual Incentive Plan” above). If 100% of the performancecriteria established each year by the Compensation Committee are achieved, the annualbonus payable to Mr. Mohamed shall not be less than 125% of Mr. Mohamed’s basesalary. If RCI’s financial statements are restated as a result of Mr. Mohamed’s misconductor negligence, within 2 years of the payment of his annual bonus, Mr. Mohamed isrequired to repay the portion of the bonus which was based on the misconduct ornegligence.

• Mr. Mohamed is eligible to participate in our long-term incentive plans (see “Long-TermIncentives,” above, and “Summary of Equity-Based Incentive Plans” below) and thebenefit plans we make available generally to our senior executives, including the RogersDefined Benefit Pension Plan.

• Conditional on his continued employment, in each year of employment beginning in2010, Mr. Mohamed will receive: (i) performance-based options having a Black-Scholesvalue equal to 210% of Mr. Mohamed’s annual salary; and (ii) RSUs with a face amountequal to 210% of Mr. Mohamed’s annual salary. These RSUs will vest subject toperformance criteria developed by Mr. Mohamed and approved by the Committee,subject to determination by an independent executive compensation consultant ifagreement cannot be reached.

• Mr. Mohamed receives an annual perquisite allowance of $70,000. In exchange,Mr. Mohamed is responsible for paying the costs of perquisites such as clubmemberships, car expenses and financial planning and tax advice.

• RCI granted Mr. Mohamed, as a signing bonus, certain options and RSUs described in theSummary Compensation Table.

• In connection with his appointment as CEO, Mr. Mohamed was granted RSUs with a faceamount of $4,024,211 to bring the grant date fair value of all long term incentive awardsreceived in 2009 to 420% of his CEO base salary.


• Mr. Mohamed is required to meet a minimum level of share ownership, in accordancewith the Share Ownership Guidelines, equal to five times his annual base salary byMarch 31, 2013.

• Mr. Mohamed serves as a director of RCI.

• Mr. Mohamed may resign upon 6 months’ notice. Mr. Mohamed may also resign and beeligible to receive certain payments (i) if he and the Board disagree with respect tofundamental and material changes he wishes to make with respect to the business and(ii) within 60 days of a change of control.

Under our employment contract with Mr. Mohamed, if: (a) we terminate his employmentother than for cause; (b) he resigns within 60 days of a change of control; (c) certain materialadverse changes are made to the terms of his employment; or (d) he and the Board disagree withrespect to fundamental and material changes Mr. Mohamed wishes to make with respect to thebusiness and Mr. Mohamed resigns, Mr. Mohamed is entitled to (i) a lump sum payment equal totwo times his annual base salary, two times his annual incentive bonus at target that would havebeen paid in the year he was terminated and a prorated bonus at target for the period in thecalendar year prior to his termination; (ii) continue in our pension and benefit plans and the RCAfor 24 months; (iii) immediate vesting of his stock options and RSUs that would have vested andbecome exercisable within 24 months; (iv) have all performance targets related to such options orRSUs deemed to have been met; (v) exercise his options for the balance of their terms; and (vi) havehis RSUs redeemed by RCI on their original redemption date. Mr. Mohamed has agreed, amongother things, that during the term of his employment and for 12 months thereafter he will notcompete directly or indirectly with the businesses of RCI and its subsidiaries and will not solicit anyemployee, customer or supplier of RCI and other related entities.

Bill Linton

Under our employment contract with Mr. Linton, if we terminate Mr. Linton’s employment,other than for cause, we will provide him with monthly payments equal to his salary in lieu ofnotice, from the date of termination of employment until the earlier to occur of: (i) the date whichis 12 months plus one month for each full year of employment up to an aggregate maximum of24 months; or (ii) the date upon which he secures alternative employment. In addition, Mr. Lintonwill be entitled to a bonus amount, in accordance with established criteria, for this period. Duringthe applicable period, Mr. Linton may continue to participate in our pension and benefit plans(except disability benefits). Mr. Linton has agreed that during the term of his employment with usand for a 12 month period thereafter, he will not compete directly or indirectly with us or oursubsidiaries or solicit our customers and employees. If Mr. Linton is employed by the company onJune 2, 2012 the RSUs which have been granted to him in 2010 will fully vest and will beredeemed on their originally scheduled redemption date.

Rob Bruce

Under our employment contract with Mr. Bruce, if we terminate Mr. Bruce’s employmentwithout cause, we will pay a sum equal to 24 months base salary and bonus (based on a target of100% of base salary) in a lump sum and benefits (except for disability benefits), including car lease,will continue for a period of 24 months. Any options that would have vested in the 12 monthperiod following the date of termination will vest on the termination date and be exercisable overthe following 24 months. Mr. Bruce will also have 24 months from the date of termination toexercise any other options vested as of the termination date. In the event of the termination of hisemployment, for any reason, Mr. Bruce has agreed that he will not work for Telus Mobility or BCEMobility, or perform the same or similar duties to those performed for RCI for any other entity in


Canada, in each case for a period of 12 months following the date of termination. In the event of achange of ultimate control of Rogers Communications Partnership (previously Rogers Wireless),Mr. Bruce may within 60 days of such change of ultimate control terminate his employment andreceive the benefits on the same terms as if this was termination of his employment without cause.

Linda Jojo

Under our employment contract with Ms. Jojo, if we terminate Ms. Jojo’s employment, otherthan for cause, we will provide her with monthly payments equal to her salary in lieu of notice,from the date of termination of employment until the earlier to occur of: (i) the date which is12 months plus one month for each full year of employment up to an aggregate maximum of24 months; or (ii) the date upon which she secures alternative employment. In addition, the RSUswhich have been granted to her in 2011 will be prorated and redeemed if Ms. Jojo’s employmentis terminated without cause prior to their vesting date. In addition, Ms. Jojo will be entitled to abonus amount, in accordance with established criteria, for this period. Ms. Jojo has agreed that fora 12 month period after the termination of her employment, she will not compete directly orindirectly with us or our subsidiaries or solicit our customers and employees.

Keith Pelley

Under our employment contract with Mr. Pelley, if we terminate Mr. Pelley’s employment,other than for cause, we will provide him with monthly payments equal to his salary and bonus inlieu of notice, from the date of termination of employment until the date which is twenty four(24) months from the date of termination of employment (“End Date”). During the applicableperiod, Mr. Pelley may continue to participate in our pension and benefits plan (except any shortterm disability plans). In addition, all options to acquire our shares and all restricted share units(RSU’s) that would have, in accordance with the terms of the grants of such options or RSU’svested and become exercisable by Mr. Pelley prior to the End Date, will continue to accrue and vestin accordance with their terms, provided the exercise of any vested options is done within thirty(30) days of the End Date. In addition, with respect to the initial grant of 50,000 RSUs and14,000 deferred share units (collectively the “initial unit grant”), the initial unit grant, to the extentnot then fully vested, will vest and be redeemed on a pro rata basis to be determined bymultiplying the number of months in the period from the hire date to the End Date and dividing by36. Also if Mr. Pelley is terminated without cause prior to his 55th birthday, he will also receive aretiring allowance equal to the cash equivalent amount that would be received on the redemptionof 4,400 deferred share units determined in accordance with the Rogers deferred share unit planmultiplied by the number of years from the hire date to the End Date (with a pro rata amount forany partial year). In addition, if there is a material reduction in Mr. Pelley’s responsibilities or certainchanges in his reporting responsibilities or for other specified changes which are not agreed to byMr. Pelley, Mr. Pelley may terminate his employment and receive the same benefits as if this was atermination without cause. If there is a change of control of Rogers Media and a material changein Mr. Pelley’s job responsibilities that occurs within two (2) years of the effective date of thechange of control, Mr. Pelley may at his option within sixty (60) days of such date, terminate hisemployment and receive the same benefits as if his employment was terminated without cause.Mr. Pelley has agreed that he will not, during the term of his employment with Rogers andthereafter for a period of twelve (12) months, compete directly or indirectly with Rogers Media orits subsidiaries or solicit its customers or employees. If Mr. Pelley provides any services to theentities covered by the non-compete after this twelve (12) month period, he will forfeit all of theunexercised and unredeemed options, restricted share units, deferred share units and the retiringallowance referred to above.


Potential Payments Upon Termination, Resignation, Retirement or Change of Control

The following table shows potential payments to each NEO as if the officer’s employment hadbeen terminated without cause and/or if the officer had retired or resigned following a change incontrol or for other reasons as of December 31, 2011. For a detailed explanation of theagreements that provide for these payments, please see “Agreements” above. If applicable,amounts in the table were calculated using $39.25, the closing market price of Class B Shares onDecember 31, 2011. We have also assumed that the stock price performance conditions areachieved for any stock options that continue to vest in the two years following departure. Theactual amounts that would be paid to any NEO can only be determined at the time of an actualtermination of employment and would vary from those listed below. The estimated amounts listedbelow are in addition to any retirement or other benefits that are available to our salariedemployees generally.

Name ScenarioSeverance

($)Stock Options

($)RSUs($)

Total($)

Nadir Mohamed Termination without cause ormaterial adverse changes to theterms of employment orresignation following afundamental disagreement withthe Board or resignation followingchange of control.

5,400,000 2,833,227 12,276,452 20,509,679

Bill Linton Termination 2,849,508 Nil Nil 2,849,508

Retirement Nil Nil 2,175,476 2,175,476

Rob Bruce Termination or Change of Control 2,928,400 294,016 Nil 3,222,416

Linda Jojo(1) Termination without cause 1,065,000 Nil 316,518 1,381,518

Keith Pelley Termination or material adversechanges to the terms ofemployment or resignationfollowing change of control.

2,648,400 97,393 1,294,746 4,040,539

Note:(1) If Ms. Jojo is terminated without cause, her special sign-on RSU award will be pro-rated and redeemed at the time of

termination.


Conclusion

The Compensation Committee understands the Corporation’s compensation policies,programs and levels of compensation, including their long-term implications and the limitationsimposed by employee agreements, and has determined that they are aligned with theCorporation’s performance and reflect competitive market practices. The CompensationCommittee is confident that these policies and programs allow the Corporation to attract, retainand motivate talented executives while adding shareholder value.

Thomas I. Hull (Chairman)Ronald D. BessePeter C. Godsoe, O.C.William T. SchleyerIsabelle MarcouxJohn H. Tory


Director Compensation

Director Compensation, Philosophy and Components

The compensation of the members of the Board is subject to periodic review by the CorporateGovernance Committee, based on an assessment by the Corporate Governance Committee ofprevailing market conditions and with recommendations from Hugessen. In 2011, the CorporateGovernance Committee engaged Hugessen to conduct a review of non-executive directors’compensation. Based on the conclusions of the review, the Corporate Governance Committeerecommended and the Board approved adjustments be made to directors’ compensation for 2011,as outlined below.

The compensation of directors is designed to:

• attract and retain qualified individuals to serve on the Board;

• align the interests of the directors with the interests of the Corporation’s shareholders;and

• provide competitive compensation in line with the risks and responsibilities inherent tothe role of director.

As described below, our director compensation program has five components:

• an annual cash retainer;

• annual fees if the director serves as Lead Director, a Committee Chair or Committeemember;

• attendance fees for each board and committee meeting the director attends;

• travel fees, where applicable, to cover the time that was required to travel to attendboard and committee meetings;

• DSUs, which directors may choose to receive in lieu of their fees; and

• an annual grant of DSUs.

Retirement Policy

RCI does not currently have a retirement policy for directors. For further information regardingthe directors, including directorships of other reporting issuers and attendance at Board andcommittee meetings, see “Business of the Meeting – Election of Directors”.


Retainers and Fees

During the year ended December 31, 2011, non-employee members of the Board receiveddirector retainers and fees in accordance with the following standard arrangements:

Annual Board Retainer $65,000(1)

Lead Director Annual Retainer $40,000Audit Committee Chair $30,000Compensation Committee Chair $20,000Other Committee Chairs $10,000

Meeting FeesBoard or committee (other than Audit Committee) $1,500(2)

$1,750$2,000

or(travel 100 to 1000 km) or(travel over 1000 km)

Audit Committee $2,000 or$2,250 (travel 100 to 1000 km) or$2,500 (travel over 1000 km)

Audit and Compensation Committee chairs $3,000

Other Committee Chairs $2,000

Notes:(1) On April 27, 2011, the annual board retainer was increased to $65,000.(2) Directors are entitled to a fee of $500.00 for attendance by telephone conference call if less than one hour, subject to the

discretion of the Chairman to determine that the full meeting fee will be paid.


The table below shows the retainers and fees that we paid to the non-employee directorsduring the year ended December 31, 2011.

Retainer Attendance fees

NameBoard(1)

($)

Committeechair($)

Board($)

Committeemeetings

($)

Travelfee($)

Total feespaid($)

% oftotal feesin DSUs

R.D. Besse 136,964 30,000 9,000 23,500 N/A 199,464 100%

C.W.D. Birchall 136,964 N/A 9,000 16,000 N/A 161,964 100%

S.A. Burch 136,964 N/A 9,000 9,500 3,000 158,464 50%

J.H. Clappison 136,964 2,500 7,500 14,500 N/A 161,464 50%

P.C. Godsoe 216,964 10,000 9,000 17,500 N/A 253,464 100%

A.D. Horn 391,240 N/A N/A N/A N/A 391,240 36%

T.I. Hull 136,964 20,000 9,000 25,500 N/A 191,464 42%

I. Marcoux 136,964 N/A 9,000 10,000 1,250 157,214 75%

D.R. Peterson 136,964 N/A 9,000 4,500 N/A 150,464 100%

L.A. Rogers 136,964 N/A 9,000 N/A N/A 145,964 100%

M.L. Rogers 136,964 N/A 8,500 3,000 N/A 148,464 100%

W.T. Schleyer 136,964 N/A 9,000 8,000 2,500 156,464 100%

J.H. Tory 136,964 N/A 9,000 6,500 N/A 152,464 52%

C.D. Watson 136,964 N/A 9,000 9,500 N/A 155,464 51%

Total 2,251,776 62,500 115,000 148,000 6,750 2,584,026

Note:(1) The amount disclosed in respect of the Board retainer includes the value of the DSUs granted to directors in 2011. See

“Directors’ Deferred Share Unit Plan” below.

As our Chairman, Mr. Horn is paid an annual retainer of $250,000 in lieu of all other retainersand attendance fees. Mr. Horn also continues to receive life insurance benefits and an allowancereimbursed by us. Mr. Horn has a supplemental retirement plan that provides for a pension basedon 2% of his average salary for each year of credited service, less any pension payable from theCorporation’s Defined Benefit Plan.

In addition to the fees above, we reimburse directors for travel and other expenses when theyattend meetings or conduct our business. Our non-employee directors are not entitled to a pensionor other retirement benefits or to non-equity incentive plan compensation.

Share Ownership Guidelines

The share ownership guidelines for directors are designed to link the interests of directors tothose of our shareholders by encouraging directors to hold an ownership position in theCorporation’s shares. Each non-employee director is required to own six times his or her annualcash retainer in any combination of Class A Shares, Class B Shares and DSUs during his or her termof service as director of the Corporation. Directors have five years to attain required ownershiplevels. See Business of the Meeting – Election of Directors – The Proposed Nominees” above.

Directors’ Deferred Share Unit Plan

We introduced the directors’ DSU Plan effective January 1, 2000 to encourage directors toalign their interests with shareholders. Non-employee directors may choose to receive any or all oftheir fees in DSUs. Each DSU has a value equal to the market price of a Class B Share at the start ofthe relevant fiscal quarter. A director’s DSU may be redeemed only when the director ceases to bea director. At the time of redemption, the director is entitled to receive a lump-sum cash paymentequal to the number of DSUs credited to the director’s account multiplied by the market price ofthe Class B Shares. DSUs accrue dividends in the form of additional DSUs at the same rates asdividends on Class B Shares. In 2011, each director (other than the lead director and the Chairman)that is not an employee received a grant of DSUs worth $80,000. The number of DSUs is based onthe share price at the time of the grant. The lead director received DSUs worth $120,000. TheChairman received 4,000 DSUs. The market price of the Class B Shares for calculating DSUsgranted and credited as dividends, and the redemption price, is the weighted average trading priceof the Class B Shares on the TSX for the five trading days before the relevant date.


Director Summary Compensation Table

The following table shows the compensation received by each director for the year endedDecember 31, 2011. Directors who are also employees of the Corporation or its subsidiaries receiveno remuneration as directors.

Name(1)

FeesEarned ($)

Share-BasedAwards ($)(4)

All OtherCompensation

($)Total

($)

R.D. Besse Nil 199,464 N/A 199,464

C.W.D. Birchall Nil 161,964 N/A 161,964

S.A. Burch 78,464 80,000 N/A 158,464

J.H. Clappison 81,464 80,000 N/A 161,464

P.C. Godsoe Nil 253,464 N/A 253,464

A.D. Horn(2)- 250,000 141,240 69,721 460,961

T.I. Hull 111,464 80,000 N/A 191,464

P. Lind(3) Nil 319,164 1,318,052 1,637,216

I. Marcoux 38,607 118,607 N/A 157,214

D.R. Peterson Nil 150,464 N/A 150,464

E.S. Rogers(3) Nil 298,573 1,716,157 2,014,730

L.A. Rogers Nil 145,964 N/A 145,964

Melinda M. Rogers(3) Nil 154,434 727,925 882,359

Martha L. Rogers Nil 148,464 N/A 148,464

W.T. Schleyer Nil 156,464 N/A 156,464

J.H. Tory 72,464 80,000 N/A 152,464

C.D. Watson 75,464 80,000 N/A 155,464

Notes:(1) Compensation disclosure for Nadir Mohamed, who was an NEO and a director in 2011, can be found in the Summary

Compensation Table in the Executive Compensation section.(2) The amount disclosed under ‘all other compensation’ for Mr. Horn includes an allowance and the change in compensatory

value of his pension.(3) The amounts disclosed in the ‘all other compensation’ column for Phil Lind, Edward S. Rogers and Melinda Rogers, who are

also employees, includes a combination of base salary, annual incentives, long-term incentives, change in the compensatoryvalue of their pension, executive allowance, parking fees, car allowance, and the Company’s contribution to the EmployeeShare Accumulation Plan.

(4) Directors may elect to receive all or part of their fees in the form of DSUs, as discussed above under the heading “Directors’Deferred Share Unit Plan”.


Outstanding Share-based and Option-based Awards

The following table provides information with respect to outstanding stock options, RSUs andDSUs held by the Directors as of December 31, 2011. See “Senior Executive Incentive andOwnership Program”.

Option Awards(1) Share Awards

Name(2)

Number ofsecurities

underlyingunexercised

options(#)

Optionexercise

price($)

Optionexpiration

date(mm/dd/yyyy)

Value ofunexercised

in-the-moneyoptions

($)

Number ofshares or unitsof shares that

have not vested(#)


of share awardsthat have not

vested($)


of vestedshare-basedawards notpaid out ordistributed

($)

R.D. Besse 4,600 10.4200 11/12/20134,268 23.4400 11/01/2012 200,095 Nil Nil 3,067,269

C.W.D. Birchall 2,134 23.4400 11/01/2012 33,739 Nil Nil 1,167,609

S.D. Burch Nil — Nil Nil 177,488

J.H. Clappison Nil — Nil Nil 677,415

P.C. Godsoe 15,400 10.3000 12/17/20134,600 10.4200 11/12/20134,268 23.4400 11/01/2012 645,925 Nil Nil 2,146,347

A.D. Horn 82,500 22.6100 03/01/2013 1,372,800 Nil Nil 1,046,562

T.I. Hull Nil — Nil Nil 2,870,902

P. Lind 35,600 34.3187 03/01/201838,800 34.7340 03/05/201770,100 29.3990 03/02/201661,800 38.9000 03/03/201555,700 38.8823 03/01/201441,250 22.6100 03/01/2013 1,769,841 20,333 798,082 1,896,520

I. Marcoux Nil — Nil Nil 493,725

D.R. Peterson Nil — Nil Nil 2,537,316

Edward S. Rogers 33,400 34.3187 03/01/201836,400 34.7340 03/05/201766,000 29.3990 03/02/201658,200 38.9000 03/03/201555,700 38.8823 03/01/2014

1,000,000 10.4400 06/19/2013 29,830,105 19,043 747,444 Nil

L.A. Rogers 4,600 10.4200 11/12/20135,600 7.4150 11/12/20134,600 8.6850 04/22/20134,268 23.4400 11/01/2012 518,970 Nil Nil 2,133,865

Martha L. Rogers 4,600 10.4200 11/12/20134,600 8.6850 04/22/2013 273,217 Nil Nil 478,889

Melinda M. Rogers 17,400 34.3187 03/01/201818,900 34.7340 03/05/201734,200 29.3990 03/02/201630,200 38.9000 03/03/201555,700 38.8823 03/01/201426,000 10.4200 11/12/201331,400 8.6850 04/22/201382,500 22.6100 03/01/20136,200 16.9750 03/04/2012 3,759,338 9,884 387,952 146,834

W.T. Schleyer 4,600 10.4200 11/12/20134,600 8.6850 04/22/20134,268 23.4400 11/01/2012 340,694 Nil Nil 2,092,692

J.H. Tory Nil — Nil Nil 177,488

C.D. Watson Nil 0 Nil Nil 581,017


Notes:(1) Prior to 2006, directors were entitled to receive stock options and tandem share appreciation rights. Effective July 1, 2006

directors no longer receive stock options. The terms of these options are described above under “Summary of Equity-BasedIncentive Plans.”

(2) Disclosure for Nadir Mohamed who was an NEO and a director in 2011 can be found under “Executive Compensation –Incentive Plan Awards” and in the “Executive Compensation – Summary Compensation Table”, above.

Incentive Plan Awards – Value Vested or Earned During the Year

Name(1)

Option Awards (2) –Value Vested

During the Year($)

Share Awards –Value Vested

During the Year($)

Non-EquityIncentive Plan

Compensation –Value Earned

During the Year(3)

($)

R.D. Besse Nil 199,464 N/A

C.W.D. Birchall Nil 161,964 N/A

S.A. Burch Nil 80,000 N/A

J.H. Clappison Nil 80,000 N/A

P.C. Godsoe Nil 253,464 N/A

A.D. Horn Nil 141,240 N/A

T.I. Hull Nil 80,000 N/A

P. Lind 97,929 Nil 367,125

I. Marcoux Nil 118,607 N/A

D.R. Peterson Nil 150,464 N/A

Edward S. Rogers 92,153 Nil 660,825

L.A. Rogers Nil 145,964 N/A

Melinda M. Rogers 47,766 124,500(4) 190,905

Martha L. Rogers Nil 148,464 N/A

W.T. Schleyer Nil 156,464 N/A

J.H. Tory Nil 80,000 N/A

C.D. Watson Nil 80,000 N/A

Notes:(1) Disclosure for Nadir Mohamed, who was an NEO and a director in 2011, can be found under “Executive Compensation –

Incentive Plan Awards” and in the “Executive Compensation – Summary Compensation Table”, above.(2) Prior to 2006, directors were entitled to receive stock options and tandem share appreciation rights. Effective July 1, 2006,

directors no longer receive stock options. The terms of these options are described above under “Summary of Equity-BasedIncentive Plans – Stock Option Plans”.

(3) Includes amounts awarded under the Annual Incentive Plan.(4) This amount represents Melinda Rogers’ 2010 bonus which she elected to take in the form of DSUs.


Securities Authorized for IssuanceUnder Equity Compensation Plans

The following table shows details of equity compensation plan information at December 31,2011.

Plan Category

Number Of SecuritiesTo Be Issued

Upon Exercise OfOutstanding Options,Warrants And Rights

As at December 31, 2011(A)

Weighted – AverageExercise Price

Of Outstanding Options,Warrants And Rights

Number Of SecuritiesRemaining Available

For Future Issuance UnderEquity Compensation Plans

(Excluding SecuritiesReflected In Column (A))

Equity compensation plans approved by Securityholders OPTIONS 10,420,344 $28.82 14,599,176

RSUs 1,847,366 N/A 2,370,688

TOTAL 12,267,710 16,969,864

The following information is provided as of March 5, 2012:

Plan

# of Class B SharesIssued and Issuable

Under Security BasedCompensationArrangements

% of OutstandingClass A and Class B

Shares

Restricted Share Unit Plan 4,000,000 0.76%

2000 Stock Option Plan 30,000,000 5.72%



As at March 5, 2012, the total number of Class B Shares issuable under outstanding stockoptions and the RSU Plan is 14,837,514 representing 2.83% of the aggregate Class A Shares andClass B Shares outstanding. The aggregate number of Class B Shares issued to date under theStock Options Plans is 41,491,602. The aggregate number of Class B Shares remaining available forfuture issuance under the Stock Options Plans and the RSU Plan is 14,389,644.

All equity based plans restrict the participation of insiders in the plans as follows:

• the number of Class B Shares reserved for issuance to any one person pursuant to awardsgranted under the Stock Option Plans, the RSU Plan and any other unit or stock optionplan shall not at any time exceed 5% of the aggregate number of outstanding Class AShares and Class B Shares;

• the number of Class B Shares reserved for issuance to insiders and their associatespursuant to awards granted under the Stock Option Plans, the RSU Plan and any otherunit or stock option plan shall not exceed 10% of outstanding Class A Shares and Class BShares;

• the number of Class B Shares issued under the Stock Option Plans, the RSU Plan and anyother of our share compensation arrangements to any one insider or that insider’sassociates in a 12 month period shall not exceed 5% of the outstanding Class A Sharesand Class B Shares; and

• the number of Class B Shares issued under the Stock Option Plans, the RSU Plan and anyother of our share compensation arrangements to insiders and their associates in a12 month period shall not exceed 10% of the outstanding Class A Shares and Class BShares.

The Committee has the authority to waive or vary the provisions regarding exercise of optionsor RSUs following termination of employment or ceasing to be a director, as applicable.


Indebtedness of Directors and Executive Officers

The following table shows the aggregate indebtedness of directors, executive officers andemployees (current and former) outstanding at March 5, 2012 to the Corporation and itssubsidiaries.

Purpose

To the Corporationor its subsidiaries

($)To Another Entity

($)

Share Purchases Nil Nil

Other 427,701 Nil


Corporate Governance

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board endorses the principle that our corporate governance practices (the CorporateGovernance Practices) are a fundamental part of our proper functioning as a corporation. TheBoard believes that these Corporate Governance Practices enhance the interests of oursecurityholders, employees, customers and of others dealing with us. These Corporate GovernancePractices conform in all substantial aspects with applicable corporate governance guidelines andstandards and take into account the following:

Source Reason for Conforming

Sarbanes-Oxley Act of 2002 (U.S.) We are a foreign private issuer in the U.S.

New York Stock Exchange(the NYSE)

We have shares listed on the NYSE

The TSX We have shares listed on the TSX

Canadian Securities Administrators We are a reporting issuer in various jurisdictionsin Canada

The Board closely monitors these and other corporate governance developments and iscommitted to enhancing our Corporate Governance Practices on a continuing basis. Our CorporateGovernance Practices, summarized below, respond to the disclosure required by NationalInstrument 58-101 – Disclosure of Corporate Governance Practices (NI 58-101) and the guidelinesset forth in National Policy 58-201 – Corporate Governance Guidelines. This Statement ofCorporate Governance Practices was prepared by the Corporate Governance Committee andapproved by the Board.

Controlled Company Exemption

The NYSE listing standards require a listed company to have, among other things, anominating committee consisting entirely of independent directors. The rules permit a “controlledcompany” to be exempt from this requirement. A “controlled company” is a company of whichmore than 50% of the voting power is held by an individual, group or another company. TheBoard has determined that it is appropriate for directors affiliated with the controlling shareholderto serve on the Board committees apart from the Audit Committee because of the alignment ofinterests between our controlling shareholder and our minority shareholders, namely the creationof value and long-term growth. Accordingly, the Board has approved the Corporation’s reliance onthe controlled company exemption.

Foreign Private Issuer Status

Under the NYSE listing standards, a “foreign private issuer”, such as the Corporation, is notrequired to comply with most of the NYSE corporate governance listing standards. However,foreign private issuers are required to disclose any significant ways in which their corporategovernance practices differ from those followed by U.S. companies under NYSE listing standards.

Appointment of Auditors

The NYSE listing standards require the audit committee of a U.S. company to be directlyresponsible for the appointment of any registered accounting firm engaged for the purpose ofpreparing or issuing an audit report or performing other audit review or attest services. There is anexception for foreign private issuers that are required under a home country law to have auditors


selected pursuant to home country standards. Pursuant to the Business Corporations Act (BritishColumbia), our auditors are to be appointed by the shareholders at the annual general meeting ofthe Corporation. Our audit committee is responsible for evaluating the auditors and advising theBoard of its recommendation regarding the appointment of auditors.

Shareholder Approval of Equity Compensation Plans

The NYSE listing standards also require shareholder approval of all equity compensation plansand material revisions to such plans. The definition of “equity compensation plan” covers plansthat provide for the delivery of newly issued or treasury securities. The TSX rules provide that onlythe creation of, or material amendments to, equity compensation plans that provide for newissuances of securities are subject to shareholder approval in certain circumstances. We follow theTSX rules with respect to the requirements for shareholder approval of equity compensation plansand material revisions to such plans.

Composition of the Board

Independence

The Board currently has 18 members. The Board is responsible for determining whether adirector is “independent” within the meaning of NI 58-101.

Certain directors may be principals of, partners in or hold other positions with entities thatprovide legal, financial or other services to the Corporation. The Board has adopted discretionaryDirector Material Relationship Standards for the purpose of assisting the Board in makingdeterminations whether or not a direct or indirect business, commercial, banking, consulting,professional or charitable relationship that a director may have with the Corporation or itssubsidiaries is a material relationship that could, in the view of the Board, reasonably interfere withthe exercise of the director’s independent judgment. These standards can be reviewed in theCorporate Governance section of the Corporation’s website at rogers.com.


Instrument Requirements Comments

Disclose the identity of directors who areindependent.

Based on the information provided by eachexisting and proposed director and therecommendations of the CorporateGovernance Committee, the Board hasdetermined that the following nominees areindependent in accordance with therequirements of NI 58-101. In making thisdetermination, the Board considered all of therelationships that each nominee has with theCorporation (taking the discretionarystandards referred to above and other factorsthe Board considered relevant into account)and concluded that none of the relationshipsconsidered would likely impair the existing orproposed director’s independent judgment.

C. William D. BirchallStephen A. BurchJohn H. ClappisonPeter C. Godsoe, O.C., O. Ont.Thomas I. HullJohn A. MacDonaldIsabelle MarcouxThe Hon. David R. Peterson, P.C., Q.C.William T. SchleyerCharles SiroisJohn H. Tory

During 2011, Ronald D. Besse and Colin D.Watson were considered independent.

Disclose the identity of directors who are notindependent, and describe the basis for thatdetermination.

Alan D. Horn (executive officer of certainprivate Rogers family holding companies)Philip B. Lind, C.M. (executive officer of theCorporation)Nadir Mohamed (executive officer of theCorporation)Edward S. Rogers (executive officer of theCorporation)Loretta A. Rogers (mother of executive officersof the Corporation)Martha L. Rogers (sibling of executive officersof the Corporation)Melinda M. Rogers (executive officer of theCorporation)

Disclose whether or not a majority of directorsare independent.

A majority of the Board is independent.

If a director is presently a director of any otherissuer that is a reporting issuer in a Canadianjurisdiction or a foreign jurisdiction, identifyboth the director and the other issuer.

Please refer to the table under “Election ofDirectors”



Disclose whether or not the independentdirectors hold regularly scheduled meetings atwhich non-independent directors andmembers of management are not inattendance. If the independent directors holdsuch meetings, disclose the number ofmeetings held since the beginning of theissuer’s most recently completed financial year.

During 2011, the independent directors metat in camera sessions during every Boardmeeting without management or non-independent directors. In camera sessions forthe independent directors are included as partof the agenda for director meetings in 2012.

Disclose whether or not the chair of the boardis an independent director. If the board has achair or lead director who is an independentdirector, disclose the identity of theindependent chair or lead director, anddescribe his or her role and responsibilities.

Alan D. Horn is the Chair of the Board and isnot an independent director. Pursuant to theBoard Charter, the Board has appointed PeterC. Godsoe, O.C., O. Ont. as lead director. Thelead director facilitates the functioning of theBoard independently of management of theCorporation and provides independentleadership to the Board. For furtherinformation regarding the role andresponsibilities of the lead director, see “Roleand Responsibilities of the Chair and LeadDirector” in the Board Mandate (attached tothis Information Circular as Appendix A).

Disclose the attendance record of each directorfor all board meetings held since the beginningof the issuer’s most recently completedfinancial year.

Please refer to the table under “Election ofDirectors”

Disclose the text of the board’s writtenmandate.

The Board has adopted a Board of DirectorsMandate (the Board Mandate) as its writtenmandate of directors’ duties andresponsibilities (the Board Mandate is attachedto this Information Circular as Appendix A).

Disclose whether or not the board hasdeveloped written position descriptions for thechair and the chair of each board committee.

The Board Mandate states the Chair’s mainresponsibility as overseeing and managing andassisting the Board in fulfilling its duties andresponsibilities in an effective mannerindependently of management. For thatpurpose, the duties of the Chair of the Boardinclude:

• to chair Board meetings and annual andspecial meetings of shareholders;

• to organize an appropriate annual workplan and regularly scheduled meetings forthe Board;

• to prepare the agenda for each Boardmeeting with the participation ofmanagement;

• to monitor the work of the committees ofthe Board and in that connection theChair may attend, as a non-votingparticipant, all meetings of Board



committees (other than those on whichhe otherwise sits); provided that, if theChair is not independent, he or she mustbe absent for portions of meetings whereall Committee members are required tobe independent;

• to arrange for an appropriate informationpackage to be provided on a timely basisto each director in advance of themeeting;

• to assist in the Board’s evaluation andself-assessment of its effectiveness andimplementation of improvements;

• to provide appropriate guidance toindividual Board members in dischargingtheir duties;

• to ensure newly appointed directorsreceive an appropriate orientation andeducation program;

• to provide arrangements for members ofthe Board to communicate with the Chairformally and informally concerningmatters of interest to Board members;and

• to promote best practices and highstandards of corporate governance.

The chairs of each board committee areresponsible to organize the affairs of suchcommittee, chair its meetings, provideguidance to the members of such committee,retain outside experts as may be required andreport to the Board on the work of suchcommittee. The mandate of the committeemay also assign specific additionalresponsibilities to the chair of the committee.

Disclose whether or not the board and ChiefExecutive Officer (CEO) have developed awritten position description for the CEO.

The Board has approved a detailed written jobdescription for the office of CEO. TheCompensation Committee will review andapprove the CEO’s written objectives for thecurrent year.

Briefly describe what measures the board takesto orient new directors regarding (i) the role ofthe board, its committees and its directors, and(ii) the nature and operation of the issuer’sbusiness.

It is the responsibility of the Chair of the Boardto oversee an orientation and continuingeducation program for the directors. Newlyappointed directors attend orientation sessionswhich are intended to familiarize newdirectors with our business and operations,including management structure, strategicplans, finances, opportunities and risks. New



directors have the opportunity to meet withmanagement and other members of theBoard. New directors are also provided with apackage of detailed information concerningour affairs, including public filings.

Briefly describe what measures, if any, theboard takes to provide continuing educationfor its directors.

From time to time, presentations are made bymanagement personnel or outside experts toeducate the directors on new issues.

Disclose whether or not the board has adopteda written code of business conduct and ethicsfor the directors, officers and employees. If theboard has adopted a written code:

(i) disclose how a person or company mayobtain a copy of the code;

(ii) describe how the board monitorscompliance with its code, or if the boarddoes not monitor compliance, explainwhether and how the board satisfies itselfregarding compliance with its code; and

(iii) provide a cross-reference to any materialchange report filed since the beginning ofthe issuer’s most recently completedfinancial year that pertains to any conductof a director or executive officer thatconstitutes a departure from the code.

The Board has adopted both a Directors Codeof Conduct and Ethics and the BusinessConduct Guidelines for Officers andEmployees (the Codes). The Codes require ourdirectors, officers and employees to discloseany material transaction or relationship thatcould reasonably be expected to give riseto a conflict of interest, among otherrequirements.

(i) We have publicly filed the Codes onSEDAR and posted them under“Corporate Governance” at rogers.com.

(ii) Issues arising in connection with theCodes, including conflicts of interest arereported to the Audit Committee in thecase of the Business Conduct Guidelinesand to the Corporate GovernanceCommittee in the case of the DirectorsCode of Conduct and Ethics, which areresponsible for monitoring compliancewith the applicable Code and applyingand interpreting the applicable Code inparticular situations. The Committeesmust inform the Board of any Codeviolation. Any waiver of a Code provisionmay be made only by the Board or by theapplicable committee and reported to theBoard.

(iii) Not applicable.

Describe any steps the board takes to ensuredirectors exercise independent judgment inconsidering transactions and agreements inrespect of which a director or executive officerhas a material interest.

To ensure the directors exercise independentjudgment in considering transactions,agreements or decisions in respect of which adirector has a material interest, the directorsfollow a practice whereby any such directormust be absent during any board discussionpertaining thereto and must not cast a vote onsuch matter.

Describe any other steps the board takes toencourage and promote a culture of ethicalbusiness conduct.

The Board and the CEO have reviewed andapproved the Rogers Business Conduct Policy(the Code). It is managements’ responsibilityto distribute and implement this code to theCorporation’s employees.



Under the Code the Company expects anyemployee who has reason to suspect anyviolation of applicable law or regulations orhas concerns about potential business/ethicalmisconduct, financial misconduct with regardto the Company’s accounting practices,financial controls or the safeguarding of itsassets, to speak to his/her manager/supervisor,or to report such suspicions or concerns to theSTAR Hotline, which allows anonymousreporting, if desired.

Describe the process by which the boardidentifies new candidates for boardnomination.

Potential candidates for director of theCorporation are evaluated by the NominatingCommittee, having regard to the candidate’sbackground and qualifications to ensure thatthe candidate’s experience and skill arealigned with the Corporation’s needs. Inevaluating candidates, the NominatingCommittee considers the effectiveness of theBoard, as a whole, and its individual members,including their respective competencies andskills.

Disclose whether or not the board has anominating committee composed entirely ofindependent directors. If the board does nothave a nominating committee composedentirely of independent directors, describewhat steps the board takes to encourage anobjective nomination process.

The Nominating Committee has five members,a majority of whom are independent.

The Control Trust Chair of the Rogers ControlTrust (see “Outstanding Shares and MainShareholders” above) is obligated to usereasonable efforts to procure the appointmentof the Control Trust Chair and the ControlTrust Vice-Chair to the NominatingCommittee. The Nominating Committee,which is responsible for, among other things,the identification of new candidates for theBoard, is not comprised entirely ofindependent directors because two members,Edward S. Rogers and Melinda Rogers, areexecutive officers of our Corporation andbecause of their respective roles as the ControlTrust Chair and Control Trust Vice-Chair ofour controlling shareholder. Because of thealignment of interests between our controllingshareholder and our minority shareholders,namely the creation of value and long-termgrowth, the Board has determined that it isappropriate for Edward S. Rogers and MelindaRogers to be members of the NominatingCommittee, with the remainder of themembers of the Nominating Committee beingindependent directors. The Board believes thatthe presence of a majority of independentdirectors on the Nominating Committee and



the alignment of interests described aboveensure an objective nomination process that isin the interests of all shareholders.

If the board has a nominating committee,describe the responsibilities, powers andoperation of the nominating committee.

The Nominating Committee:

• reviews, considers and/or initiatesproposals for nomination of directors tothe Board and the board of directors ofwholly owned subsidiaries;

• where appropriate, interviews proposednominees;

• assesses incumbent directors for re-nomination to the Board and/orcommittees of the Board; and

• establishes criteria for and recommendsprospective members for our and ouraffiliates’ boards and/or committees ofthe boards.

Describe the process by which the boarddetermines the compensation for the issuer’sdirectors and officers.

Please refer to the section “DirectorCompensation” and “Report of theCompensation Committee”.

Disclose whether or not the board has acompensation committee composed entirely ofindependent directors.

All member of the Compensation Committeeare independent. For additional information,please see “Report of the CompensationCommittee” above.

If the board has a compensation committee,describe the responsibilities, powers andoperation of the compensation committee.

The Compensation Committee:

• approves compensation of senior officers;

• reviews and recommends to the Boardour executive compensation andseverance policies;

• reviews our compensation and benefitprograms (design and competitiveness)and senior executives’ managementdevelopment and succession planning;and

• sets performance objectives for the CEOand measures the CEO’s performanceagainst these objectives.

The Compensation Committee and the Boardare responsible for CEO succession planningand for satisfying themselves that successionplanning is in place for all other key executiveroles. This includes identifying potentialsuccession candidates for key positions,fostering leadership development andmanagement depth and reviewing progresson leadership development plans.



If a compensation consultant or advisor has, atany time since the beginning of the issuer’smost recently completed financial year, beenretained to assist in determining compensationfor any of the issuer’s directors and officers,disclose the identity of the consultant oradvisor and briefly summarize the mandate forwhich they have been retained. If theconsultant or advisor has been retained toperform any other work for the issuer, statethat fact and briefly describe the nature of thework.

Please refer to the section “CompensationDiscussion and Analysis”.

If the board has standing committees otherthan the audit, compensation and nominatingcommittees, identify the committees anddescribe their function.

Please refer to “Board Committees” set outbelow.

Disclose whether or not the board, itscommittees and individual directors areregularly assessed with respect to theireffectiveness and contribution. If assessmentsare regularly conducted, describe the processused for the assessments.

The Corporate Governance Committee usesdiscussions between the Chair of theCommittee and Board members and annualwritten evaluations to solicit comment andevaluation from individual directors on theperformance and effectiveness of the Boardand its committees and recommendations forimprovements. The Chair of the Committeediscusses with the individual directors theeffectiveness and performance of the Boardand individual directors’ areas of interest andparticipation. The Chair also discusses witheach committee chairman the mandate,effectiveness and performance of suchcommittee. The Chair reviews therecommendations and comments of thedirectors with the Corporate GovernanceCommittee.

BOARD COMMITTEES

The Board has seven permanent (or standing) committees (the Nominating Committee and theCompensation Committee are described above and the other five are described below). The Boardmay appoint special committees to deal with specific matters. A special committee might, forexample, consider proposed material transactions between us and our controlling shareholder (orcorporations controlled by our controlling shareholder) or between us and our subsidiaries. In thosecases the committee would consist entirely of independent directors who have no relationship tous or to our controlling shareholder other than as a director.


Audit Committee

Members in 2011: Ronald D. Besse, C. William D. Birchall, Stephen A. Burch, John H. Clappison,Colin D. Watson

The function of the Audit Committee is as follows:

• reviews financial reporting procedures (internal and external) and adequacy of internalcontrols (including steps to remedy);

• reviews significant issues, concerns or difficulties encountered during the audit processwith management and auditors (internal and external);

• reviews consolidated financial statements (annual audited and interim unaudited);

• reviews annual and interim financial information and press releases before release ofearnings;

• resolves disagreements between management and external auditors regarding financialreporting;

• reviews and assesses procedures for the review and timely disclosure of financialinformation derived from the financial statements;

• selects, recommends compensation of and oversees external auditor for audit, review andattest services and recommends external auditors to be nominated for shareholders’approval;

• pre-approves audit, audit-related and non-audit services of external auditors;

• assesses and reports to the Board on independence and performance of external auditors;

• assesses management’s design, implementation of and reporting on internal controls;

• reviews activities, organization and qualifications of the internal auditors;

• reviews before release management’s discussion and analysis, annual information formand other disclosure documents containing financial information;

• reviews, with the general counsel, legal compliance, litigation and other legal matters;

• establishes procedures for complaints regarding accounting, internal controls andauditing, including employees’ confidential anonymous concerns;

• prepares annual performance evaluation of the Audit Committee and reviews with Board;

• reviews annually the Audit Committee Charter (see rogers.com);

• meets periodically and separately with chief financial officer, internal auditors, externalauditors and general counsel;

• engages outside advisors as appropriate at our expense without Board or managementapproval;

• conducts appropriate investigations;

• monitors compliance with the Code of Conduct and Ethics;

• reviews with senior management the controls and procedures that have been adopted bythe Corporation to confirm that material information about the Corporation and itssubsidiaries that is required to be disclosed under applicable law or stock exchange rulesis disclosed within the required time periods; and


• reviews disclosures made to it by the CEO and Chief Financial Officer during theircertification process for applicable securities law filings about any significant deficienciesand material weaknesses in the design or operation of the Corporation’s internal controlover financial reporting which are reasonably likely to adversely affect the Corporation’sability to record, process, summarize and report financial information required to bedisclosed by the Corporation in the reports that it files or submits under U.S. federalsecurities law or applicable Canadian federal and provincial legislation and regulationswithin the required time periods, and any fraud, whether or not material, involvingmanagement or other employees who have a significant role in the Corporation’s internalcontrol over financial reporting.

Please see the section entitled “Audit Committee” of the Corporation’s Annual InformationForm, available at sedar.com, for additional information with respect to the Corporation’s auditcommittee.

Corporate Governance Committee

Members in 2011: Peter C. Godsoe, O.C., Thomas I. Hull, Isabelle Marcoux, John H. Tory

The function of the Corporate Governance Committee is as follows:

• reviews and makes recommendations regarding the Board’s approach to directorindependence;

• develops, recommends to the Board and reviews our corporate governance practices(including Board Mandate and Code of Conduct and Ethics);

• recommends to the Board and committees the number and content of meetings, annualwork plan and schedules of issues;

• reviews size and compensation of our and our affiliates’ boards and committees;

• reports to the Board as to adequacy and form of directors’ compensation;

• provides an orientation and education program for new directors;

• evaluates annually Board and committee performance;

• reviews Board committees’ mandates;

• monitors policies for senior officers accepting outside directorships, minimum shareownership for non-management directors and confidential material information(disclosure, restricted use and insider trading); and

• oversees individual directors engaging outside advisors at our expense.

Pension Committee

Members in 2011: Ronald D. Besse, John H. Clappison, Alan D. Horn, David R. Peterson, P.C., Q.C.,Martha L. Rogers, Melinda M. Rogers

The function of the Pension Committee is as follows:

• supervise the administration of our pension plans; and

• reviews our pension plans’ provisions and investment performance.


Executive Committee

Members in 2011: Peter C. Godsoe, O.C., Alan D. Horn, Thomas I. Hull, Edward S. Rogers

The function of the Executive Committee is as follows:

• acts under powers delegated by the Board;

• approves final terms of transactions previously approved by the Board; and

• monitors the implementation of policy initiatives adopted by the Board.

Finance Committee

Members in 2011: C. William D. Birchall, Peter C. Godsoe, O.C., Alan D. Horn, Thomas I. Hull,Edward S. Rogers, Melinda M. Rogers

The function of the Finance Committee is to review and report to the Board or a committee ofthe Board on certain matters, including:

• financings (including share issuances);

• transactions not budgeted, outside the ordinary course of business and involving morethan $50 million;

• engagement of financial, investment or similar advisors in connection with transactionsinvolving more than $100 million;

• alliance, branding, licence, relationship, partnership and joint venture arrangementsinvolving more than $50 million;

• granting, issuing or assuming rights of first negotiation, first offer or first refusal involvinga Rogers property or asset exceeding $50 million;

• granting or assuming obligations with respect to any non-competition covenant orexclusivity undertaking involving property, assets or revenues exceeding $50 million andfor a term in excess of two years; and

• candidates for appointments of Chief Financial Officer and Audit Committee Chair of theCorporation and our subsidiaries.

The Control Trust Chair of the Rogers Control Trust (see “Outstanding Shares and MainShareholders” above) is obligated to use reasonable efforts to procure the appointment of theControl Trust Chair and the Control Trust Vice-Chair to the Finance Committee.


Other Information

Interest of Informed Persons in Material Transactions

We are not aware that any shareholder holding more than 10% of the voting rights attachedto the Class A Shares, any proposed nominee for election as director, any director or officer of usor any of our subsidiaries, or any associate or affiliate of those persons has any material interest inany transaction that has materially affected or would materially affect us or any of our subsidiariessince January 1, 2011.

Interest of Certain Persons or Companies in Matters to be Acted Upon

None of our directors or executive officers, nor any person who has had such a position sinceJanuary 1, 2011, nor any proposed nominee for election as our director, nor any of their respectiveassociates or affiliates, has any material interest, direct or indirect, by way of beneficial ownershipof securities or otherwise, in any matter to be acted upon at the meeting, other than the electionof directors or the appointment of auditors.

Management Contracts

There are no agreements or arrangements where our or any of our subsidiaries’ managementfunctions were, to any substantial degree, performed by a person or company other than our orour subsidiaries’ directors or senior officers.

Additional Documentation

Please see our full year 2011 financial statements and Management’s Discussion and Analysisfor financial and other information about Rogers. Additional information is available on SEDAR atsedar.com, on EDGAR at sec.gov, or on rogers.com/investors. You can obtain a copy of our mostrecent financial statements, Management’s Discussion and Analysis and Annual Information Formwithout charge, upon request from the Investor Relations Department which can be contacted asfollows:

Vice President, Investor RelationsRogers Communications Inc.333 Bloor Street East, 10th FloorToronto, Ontario, M4W 1G9, [email protected]

The Board has approved the contents and the sending of this Information Circular.

David P. MillerSecretary

March 16, 2012Toronto, Ontario, Canada


Appendix

BOARD OF DIRECTORS MANDATE

The purpose of this mandate (“Mandate”) of the board of directors (the “Board”) of RogersCommunications Inc. (the “Company”) is to provide guidance to Board members as to their dutiesand responsibilities. The power and authority of the Board is subject to the provisions of applicablelaw.

Purpose of the Board

The Board is responsible for the stewardship of the Company. This requires the Board tooversee the conduct of the business and affairs of the Company. The Board discharges some of itsresponsibilities directly and discharges others through committees of the Board. The Board is notresponsible for the day-to-day management and operation of the Company’s business, as thisresponsibility has been delegated to management. The Board is, however, responsible forsupervising management in carrying out this responsibility.

Membership

The Board consists of directors elected by the shareholders as provided for in the Company’sconstating documents and in accordance with applicable law. From time to time, the CorporateGovernance Committee shall review the size of the Board to ensure that its size facilitates effectivedecision-making by the Board in the fulfillment of its responsibilities.

Each member of the Board must act honestly and in good faith with a view to the bestinterests of the Company, and must exercise the care, diligence and skill that a reasonably prudentperson would exercise in comparable circumstances. A director is responsible for the matters under“Role and Responsibilities of the Board” below as well as for other duties as they arise in thedirector’s role.

All members of the Board shall have suitable experience and skills given the nature of theCompany and its businesses and have a proven record of sound judgment. Directors are to possesscharacteristics and traits that reflect:

• high ethical standards and integrity in their personal and professional dealings;

• the ability to provide thoughtful and experienced counsel on a broad range of issues andto develop a depth of knowledge of the businesses of the Company in order tounderstand and assess the assumptions on which the Company’s strategic and businessplans are based and to form an independent judgment with respect to theappropriateness and probability of achieving such plans;

• the ability to monitor and evaluate the financial performance of the Company;

• an appreciation of the value of Board and team performance over individual performanceand a respect for others; and

• an openness for the opinions of others and the willingness to listen, as well as the abilityto communicate effectively and to raise tough questions in a manner that encouragesopen and frank discussion.

Directors are expected to commit the time and resources necessary to properly carry out theirduties. Among other matters, directors are expected to adequately prepare for and attend allregularly scheduled Board meetings. New directors are expected to understand fully the role of theBoard, the role of the committees of the Board and the contribution individual directors areexpected to make.


Ethics

Members of the Board shall carry out their responsibilities objectively, honestly and in goodfaith with a view to the best interests of the Company. Directors of the Company are expected toconduct themselves according to the highest standards of personal and professional integrity.Directors are also expected to set the standard for Company-wide ethical conduct and ensureethical behaviour and compliance with laws and regulations. If an actual or potential conflict ofinterest arises, a director shall promptly inform the Chair and shall refrain from voting orparticipating in discussion of the matter in respect of which he has an actual or potential conflict ofinterest. If it is determined that a significant conflict of interest exists and cannot be resolved, thedirector should resign.

Directors are expected to act in accordance with applicable law, the Company’s Articles andthe Company’s Directors Code of Conduct and Ethics. The Board is required to monitor compliancewith the Directors Code of Conduct and Ethics and is responsible for the granting of any waiversfrom compliance with the Directors Code of Conduct and Ethics.

Meetings

The Board shall meet in accordance with a schedule established each year by the Board, and atsuch other times as the Board may determine. Meeting agendas shall be developed in consultationwith the Chair. Board members may propose agenda items though communication with the Chair.The Chair is responsible for ensuring that a suitably comprehensive information package is sent toeach director in advance of each meeting. At the discretion of the Board, members ofmanagement and others may attend Board meetings, except for separate meetings of theindependent directors of the Board.

Directors are expected to be fully prepared for each Board meeting, which requires them, at aminimum, to have read the material provided to them prior to the meeting. At Board meetings,each director is expected to take an active role in discussion and decision-making. To facilitate this,the Chair is responsible for fostering an atmosphere conducive to open discussion and debate.

Independent directors shall have the opportunity to meet at appropriate times withoutmanagement present at regularly scheduled meetings. The lead director shall be responsible forpresiding over meetings of the independent directors. Independent directors may propose agendaitems for meetings of independent directors members through communication with the Chair.

Role and Responsibilities of the Board

The Board is responsible for approving the Company’s goals, objectives and strategies. TheBoard shall adopt a strategic planning process and approve and review, on at least an annual basis,a strategic plan which takes into account, among other things, the opportunities and risks of thebusiness. The Board is also responsible for identifying the principal risks of the Company’sbusinesses and overseeing the implementation of appropriate risk assessment systems to managethese risks.

In addition to the other matters provided in this Mandate, including the matters delegated toBoard committees as set out below, the Board is also responsible for the following specific matters:

• review and approve management’s strategic plans;

• review and approve the Company’s financial objectives, business plans and budgets,including capital allocations and expenditures;

• monitor corporate performance against the strategic plans and business, operating andcapital budgets;

• management succession planning, including appointing and monitoring, the ChiefExecutive Officer of the Company;


• approve acquisitions and divestitures of business operations, strategic investments andalliances, major business development initiatives and any unbudgeted expenditure inexcess of $50 million;

• assess its own effectiveness in fulfilling its responsibilities, including monitoring theeffectiveness of individual directors;

• ensure the integrity of the Company’s internal control system and managementinformation systems; and

• satisfy itself that appropriate policies and procedures are in place regarding publicdisclosure and restricted trading by insiders, including the review and approval of theCompany’s corporate disclosure policy and confirmation that a process is in place todisclose all material information in compliance with the Company’s timely disclosureobligations and to prevent selective disclosure of material information to analysts,institutional investors, market professionals and others.

A director has an important and positive role as a representative of the Company. A director isalso expected to participate in outside activities that enhance the Company’s image to investors,employees, customers and the public.

Role and Responsibilities of the Chair

It is the policy of the Board that there be a separation of the offices of the Chair and the ChiefExecutive Officer. In the event the Chair is not independent, the independent directors shallappoint an independent lead director to carry out the responsibilities set out below. The Chair andthe Chief Executive Officer are to be in regular communications during the course of the yearincluding with respect to the Company’s business and the responsibilities of the Board.

The principal responsibilities of the Chair of the Board shall be to oversee, manage and assistthe Board in fulfilling its duties and responsibilities as a Board in an effective manner independentlyof management. The Chair shall be responsible, among other things:

• to chair Board meetings and annual and special meetings of shareholders;

• to organize an appropriate annual work plan and regularly scheduled meetings for theBoard;

• to participate in the preparation of the agenda for each Board meeting;

• to monitor the work of the committees of the Board and in that connection the Chairmay attend, as a non-voting participant, all meetings of Board committees (other thanthose on which he otherwise sits); provided that, if the Chair is not independent, he orshe must be absent for portions of meetings where all Committee members are requiredto be independent;

• to arrange for an appropriate information package to be provided on a timely basis toeach director in advance of the meeting;

• to assist in the Board’s evaluation and self-assessment of its effectiveness andimplementation of improvements;

• to provide appropriate guidance to individual Board members in discharging their duties;

• to ensure newly appointed directors receive an appropriate orientation and educationprogram;

• to provide arrangements for members of the Board to communicate with the Chairformally and informally concerning matters of interest to Board members; and

• to promote best practices and high standards of corporate governance.


The lead director will facilitate the functioning of the Board independently of management ofthe Company and provide independent leadership to the Board. The lead director shall have thefollowing responsibilities:

• provide leadership to ensure that the Board functions independently of management ofthe Company and other non-independent directors;

• in the absence of the Chair, act as chair of meetings of the Board;

• review with the Chair and Chief Executive Officer of the Company items of importancefor consideration by the Board;

• as may be required from time to time, consult and meet with any or all of theindependent directors, at the discretion of either party and with or without theattendance of the Chair, and represent such directors in discussions with management ofthe Company on corporate governance issues and other matters;

• recommend, where necessary, the holding of special meetings of the Board;

• promote best practices and high standards of corporate governance;

• assist in the process of conducting director evaluations; and

• perform such other duties and responsibilities as may be determined by the Board fromtime to time.

Procedures to Ensure Effective and Independent Operation

The Board recognizes the importance of having procedures in place to ensure the effectiveand independent operation of the Board. In addition to the policies and procedures providedelsewhere in this Mandate including under “Role and Responsibilities of the Chair” set out above,the Board has adopted the following procedures:

• the Board has complete access to the Company’s management;

• the Board requires timely and accurate reporting from management and shall regularlyreview the quality of management’s reports;

• subject to the approval of the Corporate Governance Committee, individual directors mayengage an external adviser at the expense of the Company in appropriate circumstances;

• the Chair of the Board shall monitor the nature and timeliness of the informationrequested by and provided by management to the Board to determine if the Board can bemore effective in identifying problems and opportunities for the Company; and

• the Senior Vice President, Human Resources of the Company, together with the ChiefExecutive Officer, shall develop a detailed job description for the Chief Executive Officer.This description shall be approved by the Compensation Committee and recommended tothe Board. The Board shall assess the Chief Executive Officer against the objectives set outin this job description.

Board Committees

Subject to limits on delegation contained in corporate law applicable to the Company, theBoard has the authority to establish and carry out its duties through committees and to appointdirectors to be members of these committees. The Board assesses the matters to be delegated tocommittees of the Board and the constitution of such committees annually or more frequently, ascircumstances require. From time to time the Board may create ad hoc committees to examinespecific issues on behalf of the Board.

The Board has established the following committees: (1) Audit Committee; (2) FinanceCommittee; (3) Corporate Governance Committee; (4) Nominating Committee; (5) CompensationCommittee; (6) Pension Committee; and (7) Executive Committee. The respective responsibilities ofeach of the foregoing committees is set forth in the applicable committee mandate.


SHAREHOLDERINFORMATIONAND INQUIRIES

SHAREHOLDER SERVICESIf you are a shareholder and have inquiriesregarding your account, wish to change yourname or address, or have questions about loststock certificates, share transfers or dividends,please contact our Transfer Agent and Registrar:

CORPORATE HEADQUARTERSRogers Communications Inc.333 Bloor Street East, 10th FloorToronto, Ontario M4W 1G9, Canada416-935-7777 or rogers.com

CUSTOMER SERVICE888-764-3771 or rogers.com/support

Computershare Investor Services Inc.100 University Ave., 9th Floor, North Tower,Toronto, Ontario M5J 2Y1, [email protected] or 877-982-5008

Multiple Mailings: If you receive duplicateshareholder mailings from RCI, please contactComputershare Investor Services as detailedabove to consolidate your holdings.

Investor Relations

Institutional investors, security analysts and others requiring additional financial informationcan visit rogers.com/investors or contact: [email protected] or 416-935-3522Media inquiries: 416-935-7777

On-line Information

RCI is committed to open and full financial disclosure and best practices in corporate governance. We inviteyou to visit rogers.com/investors where you will find additional information about our business includingevents and presentations, news releases, regulatory filings, governance practices, and our continuousdisclosure materials including quarterly financial releases, Annual Information Forms and ManagementInformation Circulars. You may also subscribe to our news by e-mail or RSS feeds to automatically receiveRCI’s news releases electronically.

Dividend Reinvestment Plan (“DRIP”)

Computershare Investor Services administers a dividend reinvestment program for eligible RCIshareholders. To request plan materials or learn more about RCI’s DRIP, please visit computershare.com/rogers or contact Computershare Investor Services as detailed earlier on this page.

Electronic Delivery of Shareholder Materials

Registered shareholders can receive electronic notice of financial statements and proxy materialsand utilize the Internet to submit proxies on-line by registering at rogers.com/electronicdelivery.This approach gets information to shareholders more quickly than conventional mail and helps RCIprotect the environment and reduce printing and postage costs.

This information circular is printed on FSC® certified paper. The fibre used in themanufacture of the stock, comes from well managed forests, controlled sources andrecycled wood or fibre. This information circular is fully recyclable.

NOTICE OF 2012 ANNUAL GENERAL SHAREHOLDER MEETING … · 2012. 3. 26. · Information is as of...

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